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What changed in Tronox Holdings plc's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Tronox Holdings plc's 2023 and 2024 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 2024 report.

+347 added−337 removedSource: 10-K (2025-02-19) vs 10-K (2024-02-21)

Top changes in Tronox Holdings plc's 2024 10-K

347 paragraphs added · 337 removed · 273 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

42 edited+12 added−16 removed88 unchanged
Biggest changeOur sustainability efforts are also focused on reducing Tronox’s carbon footprint. In 2022 we updated our carbon reduction roadmap first disclosed in 2021 that details our plans for reducing carbon emissions in the short-, medium- and long-term. Our roadmap covers 100% of our operations and is based on a detailed analysis of our carbon footprint and ways to reduce it.
Biggest changeUltimately, safe, environmentally sustainable operations demonstrates our respect for our communities and supports our continued privilege to operate. Our sustainability efforts are also focused on reducing Tronox’s carbon footprint. Our detailed and actionable roadmap for reducing carbon emissions in the short-, medium- and long-term demonstrates Tronox’s commitment to mitigating the impact of climate change.
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.
Tronox Core Values 9 TABLE OF CONTENTS • We have an uncompromising focus on operating safe, reliable and responsible facilities. • We honor our responsibility to create value for stakeholders. • We treat others with respect, and act with personal and organizational integrity. • We build our organization with diverse, talented people who make a positive difference and we invest in their success. • We are adaptable, decisive and effective. • We are trustworthy and reliable, and we build mutually rewarding relationships. • We share accountability, and have high expectations for ourselves and one another. • We do the right work the right way in every aspect of our business. • We celebrate the joy of working together to accomplish great things.
Mining 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.
Mining and Beneficiation of Mineral Sands Deposits Our current operational mining and beneficiation of mineral sands deposits are comprised of the following: • KwaZulu-Natal (“KZN”) Sands operations located on the eastern coast of South Africa consisting of the Fairbreeze mine, a concentration plant, a mineral separation plant and two smelting furnaces that produce titanium slag; • Our Namakwa Sands operations located on the western coast of South Africa consisting of the Namakwa mine, two concentration plants, a mineral separation plant, as well as two smelting furnaces that produce titanium slag; 4 TABLE OF CONTENTS • Our Northern Operations complex in Western Australia consisting of the Cooljarloo dredge mine and floating heavy mineral concentration plant and the Chandala metallurgical site which includes a mineral separation plant and a synthetic rutile plant that produces synthetic rutile; • Eastern Australia operations consisting of the Atlas mine and a heavy mineral concentration plant located there and a mineral separation plant located at Broken Hill, New South Wales; and • Perth Basin operations in Western Australia consisting of the Wonnerup mine and a mineral separation plant.
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").
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.
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.
For further financial information regarding our products and geographic regions, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as Notes 3 and 23 of notes to our consolidated financial statements, each included elsewhere in this Form 10-K. 2024 Key Strategic Initiatives The following sets forth the key strategic initiatives underway in 2024: Become the Low Cost 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, 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 below map sets forth the approximate number of employees as of December 31, 2024, 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, 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.
The following sets forth the percentage of our TiO 2 sales volume by end-use market for the year ended December 31, 2024: 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.
("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.
("ATTM") for use at ATTM's titanium sponge plant facility that is adjacent to our Yanbu facility and in the merchant market. In 2024, we generated $345 million in revenue from the sale of high purity pig iron, monazite, titanium tetrachloride and other products. The demand for certain of our products during a given year is subject to seasonal fluctuations.
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.
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 11 TABLE OF CONTENTS 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 43% 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 41% of industry-wide capacity globally.
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.
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 GHGs.
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.
Additionally, we have 11 trademark registrations in the U.S. and 3 trademark applications in the U.S., as well as 313 trademark counterpart registrations and applications in foreign jurisdictions. We also rely upon our unpatented proprietary technology, know-how and other trade secrets.
We currently report and manage GHG emissions as required by law for sites located in jurisdictions requiring such managing and reporting of GHGs, primarily the European Union and Australia.
We currently report and manage GHG emissions as required by law for sites located in jurisdictions requiring such managing and reporting of GHGs, primarily the European Union, United Kingdom and Australia.
Zircon typically represents a relatively low proportion of the in-situ heavy mineral sands deposits we mine, but has a relatively high value compared to other heavy mineral products. Refractories containing zircon are expensive and are only used in demanding, high-wear and corrosive applications in the glass, steel and cement industries.
Zircon typically represents a relatively 3 TABLE OF CONTENTS low proportion of the in-situ heavy mineral sands deposits we mine, but has a relatively high value compared to other heavy mineral products. Refractories containing zircon are expensive and are only used in demanding, high-wear and corrosive applications in the glass, steel and cement industries.
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.
The following sets forth the percentage of our revenue derived from sales of our products by geographic region for the year ended December 31, 2024. 1 TABLE OF CONTENTS The below sets forth the percentage of our revenue derived from sales of our products for the year ended December 31, 2024.
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.
Foundry applications use zircon when casting articles of high quality and value where accurate sizing is crucial, such as aerospace, automotive, medical, and other high-end applications. In 2024, we generated $322 million in revenue from sales of zircon.
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.
In 2024, we generated $2.4 billion in revenue from sales of TiO 2 . 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.
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.
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.
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.
The majority of our greenhouse gas ("GHG") emissions are generated from our TiO2 slag furnaces in South Africa, synthetic rutile kiln in Western Australia, and TiO2 pigment plants in the United States, United Kingdom, France, Brazil, China, Netherlands, Australia, and the Kingdom of Saudi Arabia.
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).
Production of TiO 2 Pigment 5 TABLE OF CONTENTS 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).
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.
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.
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.
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.
Recognizing the importance of our human capital, we have made People, Culture and Capabilities one of our five strategic pillars, and placed a priority around developing leaders who will help us effectively (i) acquire, develop and nurture our talent, and (ii) foster a culture that embodies the values that are important to us, starting with safety and operating our business responsibly.
In addition, we have placed a priority around developing leaders who will help us effectively (i) acquire, develop and nurture our talent, and (ii) foster a culture that embodies the values that are important to us, starting with safety and operating our business responsibly.
We believe every employee and contractor has a responsibility for safety, and we proactively identify and manage risk, conduct ourselves responsibly, exercise good judgement, and take accountability for our actions.
We also place an uncompromising focus on operating safe, reliable, and responsible facilities, and we measure our progress with both safety metrics and leading indicators. We believe every employee and contractor has a responsibility for safety, and we proactively identify and manage risk, conduct ourselves responsibly, exercise good judgement, and take accountability for our actions.
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.
In addition, we also have a mine development project in the early stages of development in Australia which is intended to maintain our level of feedstock vertical integration. In addition, we are also continuing to evaluate opportunities to leverage our expertise in mining and the exposure we have to rare earth materials, including monazite, through our operations.
We believe sustainable operations enable us to better control costs and manage our environmental footprint. Sustainability also encompasses providing our employees with a safe, diverse workplace and offering them opportunities to grow and develop. Ultimately, safe, environmentally sustainable operations demonstrates our respect for our communities and supports our continued privilege to operate.
As such, we integrate sustainability into every aspect of our business—from our culture and our strategy to our operating practices. We believe sustainable operations enable us to better control costs and manage our environmental footprint. Sustainability also encompasses providing our employees with a safe, diverse workplace and offering them opportunities to grow and develop.
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.
For instance, during 2024, we continued our cultural awareness program in which employees were invited to attend panel-style webinars to learn more about the cultures of the countries where we operate.
We believe such process allows us to proactively develop the talent of the future and allows us to move with speed and agility when leadership changes are required. As part of the succession planning process, high potential leaders are identified and development plans are completed for each candidate.
We also have a rigorous succession planning process with respect to key positions throughout the organization. We believe such process allows us to proactively develop the talent of the future and allows us to move with speed and agility when leadership changes are required.
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.
Regulation of the Mining Industry in South Africa The South African mining regulatory regime is comprehensive and requires regular reporting to applicable government departments.
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.
With regards to our TiO 2 ultrafine specialty business, in 2024, research and development activities focused on a broad array of areas including direct lithium extraction, carbon capture, catalysts for low carbon fuels and developing more effective DeNOx catalysts for use in automotive and power generation.
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.
Patents, Trademarks, Trade Secrets and Other Intellectual Property Rights Protection of our proprietary intellectual property is important to our business. At December 31, 2024, we held 73 patents and 4 patent applications in the U.S., and approximately 541 in foreign counterparts, including both issued patents and pending patent applications. Our U.S. patents have expiration dates ranging through 2044.
Culture We aim to create an organizational culture where employees unleash their full value through living our values, and fostering a high-performance culture. We apply an "outward mindset" by which we mean that each employee should be highly aware of the organization's goals and how his or her individual actions affect the entire organization.
We apply an "outward mindset" by which we mean that each employee should be highly aware of the organization's goals and how his or her individual actions affect the entire organization. In 2024, we utilized focus groups around the organization to gain further insight into the results of a cultural survey initiated during 2023.
These regulations include those relating to mine rehabilitation, liability provision, water management, the handling and disposal of hazardous and non-hazardous materials, and occupational health and safety. The various legislation and regulations are subject to a number of internal and external audits.
Environmental, Health and Safety Authorizations Mining Our facilities and operations are subject to extensive general and industry-specific environmental, health and safety regulations in jurisdictions where we operate, but particularly South Africa and Australia. These regulations include those relating to mine rehabilitation, liability provision, water management, the handling and disposal of hazardous and non-hazardous materials, and occupational health and safety.
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.
Capital Allocation In addition to returning approximately $80 million in cash to shareholders in the form of dividends and investing $370 million of capital during 2024, we believe we continued to prudently manage liquidity and our balance sheet.
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.
This project is expected to reduce Tronox’s global Scope 1 and 2 emissions by approximately 13%. In addition, in June 2024, we announced a second large-scale renewable energy project in South Africa that is expected to be fully operational by the end of 2027.
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.
We believe these new mining sites are abundant in natural rutile and zircon, and will be a significant source of high grade ilmenite suitable for direct use or slag processing. These investments are expected to generate returns above the Company's cost of capital.
Capabilities At Tronox we lead with safety. To ensure we live this value with impact, a key focus of our strategy is to enhance the leadership capabilities of our workforce. In 2021, we launched a program in which approximately 100 of our leaders were trained in contemporary safety leadership practices.
Capabilities At Tronox we lead with safety. To ensure we live this value with impact, a key focus of our strategy is to drive risk reduction with an updated safety program focused on leading indicators.
In addition, our employees are further guided by our code of conduct and business ethics and we conduct annual global training to help them fully understand and comply with our code of conduct. We also have a rigorous succession planning process with respect to key positions throughout the organization.
In 2025, we plan to broaden the scope of such activities as our teams continue to generate action items that we believe will make our operations safer. In addition, our employees are further guided by our code of conduct and business ethics and we conduct annual global training to help them fully understand and comply with our code of conduct.
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.
During 2024, 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, during 2024, the Company invested approximately $135 million in two key mining projects in South Africa - Namakwa East OFS and Fairbreeze extension - which are expected to replace existing mines in South Africa reaching end of life.
Sustainability Our business requires an unwavering focus on sustainable operating practices, and our commitment to sustainability supports our overall vision and strategy to be the world’s leading vertically integrated TiO 2 producer. As such, we integrate sustainability into every aspect of our business—from our culture and our strategy to our operating practices.
Sustainability Our business requires an unwavering focus on sustainable operating practices, and our commitment to sustainability supports our overall vision to be the leader in shaping a sustainable, thriving world through enriched and refined minerals and a key pillar of our strategy to be the benchmark for sustainability.
At the end of 2023, we had cash on hand of $273 million and untapped short-term borrowing capacity of $488 million.
During 2024, we executed several term loan refinancing transactions which extended the maturities in such instruments while also reducing the applicable interest rates thereunder. At the end of 2024, we had cash on hand of $151 million and untapped short-term borrowing capacity of $427 million.
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.
Upon completion of such project, the Company expects that approximately 70% of its South African needs will be satisfied by renewable energy. It remains our long-term goal to achieve “net zero” carbon emissions by 2050.
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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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During 2024, as a result of changes in certain regulations regarding a key treatment chemical used in the manufacturing of TiO 2 products, we launched a new global coatings product. In addition, sustainable by design principals continue to be a focus of 7 TABLE OF CONTENTS our research and development activities to align with the Company’s stated sustainability goals.
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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.
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Moreover, we continued to focus on technology transfers across our pigment plants to help us realize the full potential of our global manufacturing footprint. During 2024, we also made progress on expanding our coatings and plastics capabilities in EMEA and APAC to support growth within those regions.
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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.
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In addition, we also continued to support rare earth initiatives which resulted in improvements in the characterization and transformation of raw materials that could be used in the rare earth space.
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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.
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Recognizing the importance of our human capital, one of our core strategies is to foster a high-performance culture in which we strive for zero harm and operational excellence, while harnessing technology and encouraging innovation to create value, all while empowering our people.
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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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In addition, in 2024, our D&I regional chapters focused on implementing global initiatives around improvements to our new employee onboarding process to ensure new hires are aware of our D&I programs and how they can participate.
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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 2024, our employees worked approximately 12 million hours with 20 recordable injuries and no fatalities from our operations, and our contractors worked approximately 12 million hours with 19 recordable injuries and no fatalities from our operations. Culture We aim to create an organizational culture where employees unleash their full value through living our values, and fostering a high-performance culture.
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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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As a result of the feedback from the survey, we developed and launched several new programs and initiatives.
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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.
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This program is intended to help find areas for the Company to make improvements and make our business safer with initiatives that would not be accomplished otherwise. In 2024, we completed numerous projects to reduce risk and increase workplace pride.
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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.
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As part of the succession planning process, high potential leaders are identified and development plans are completed for each candidate.
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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.
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Our roadmap covers 100% of our operations and is based on a thorough analysis of our carbon footprint and step-by-step plans to reduce it.
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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 aim to reduce Scope 1 and Scope 2 emission intensity 25% by the end of 2025 and 50% by the end of 2030, in each case against a 2019 baseline. During 2024, a 200 MW solar energy project in South Africa we first announced in Q1 2022 became fully operational.
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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.
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The various legislation and regulations are subject to a number of internal and 10 TABLE OF CONTENTS external audits. We believe our mineral sands operations are in compliance, in all material respects, with existing health, safety and environmental legislation and regulations.
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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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This Gold Rating places Tronox in the Top 5% of the 85,000 companies evaluated around the world by EcoVadis on their sustainability performance. The EcoVadis assessment focuses on four themes: the environment, labor and human rights, ethics, and sustainable procurement. EcoVadis is a leading third-party independent assessment organization that evaluates companies' sustainability performance.
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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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

55 edited+26 added−24 removed183 unchanged
Biggest changeDelays 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.
Biggest changeIn addition, our KZN Sands operations currently use approximately 348,000 gigajoules of Sasol gas annually, which is currently available only from Sasol Limited (Sasol). As such, an interruption in the supply of gas from Sasol could have a material adverse effect on our business, financial conditions and results of operations.
In the event that the land on which the Namakwa Sands and KZN Sands operations are situated areas become the subject of a land claim under any such proposed or future land expropriation bill, it may have a material adverse effect on our business, financial condition and results of operations.
In the event that the land on which the Namakwa Sands and KZN Sands operations are situated become the subject of a land claim under any such proposed or future land expropriation bill, it may have a material adverse effect on our business, financial condition and results of operations.
For example, our articles of association include provisions that: • maintain an advance notice procedure for proposed nominations of persons for election to our board of directors; • provide certain mandatory offer provisions, including, among other provisions, that a shareholder, together with persons acting in concert, that acquires 30 percent or more of our issued shares without making an offer to all of our other shareholders that is in cash or accompanied by a cash alternative would be at risk of certain sanctions from our board of directors unless they acted with the prior consent of our board of directors or the prior approval of the shareholders; and • provide that vacancies on our board of directors may be filled by a vote of the directors or by an ordinary resolution of the shareholders.
For example, our articles of association include provisions that: 24 TABLE OF CONTENTS • maintain an advance notice procedure for proposed nominations of persons for election to our board of directors; • provide certain mandatory offer provisions, including, among other provisions, that a shareholder, together with persons acting in concert, that acquires 30 percent or more of our issued shares without making an offer to all of our other shareholders that is in cash or accompanied by a cash alternative would be at risk of certain sanctions from our board of directors unless they acted with the prior consent of our board of directors or the prior approval of the shareholders; and • provide that vacancies on our board of directors may be filled by a vote of the directors or by an ordinary resolution of the shareholders.
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.
Factors that affect the price of our products include, among other things: 12 TABLE OF CONTENTS • 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 regulations, 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.
In South Africa, we currently operate two significant mining assets, as well as accompanying separation plants and smelting operations, and derive a significant portion of our profit from the sale of zircon. Our mining and smelting operations depend on electrical power generated by Eskom, the sole, state-owned energy supplier.
In South Africa, we currently operate two significant mining assets, as well as accompanying separation plants and smelting operations, and derive a significant portion of our profit from the sale of zircon. Our mining and smelting operations depend on the electrical grid operated by Eskom, the sole-state-owned energy supplier, as well as the electrical power generated by Eskom.
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.
RISKS RELATING TO INVESTING IN OUR ORDINARY SHARES Concentrated ownership of our ordinary shares by Cristal may prevent minority shareholders from influencing significant corporate decisions and may result in conflicts of interest. As of December 31, 2024, Cristal International Holdings B.V.
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.
The agreements and instruments governing our debt contain restrictions and limitations that could affect our ability to operate our business, as well as impact our liquidity. As of December 31, 2024, our total principal amount of debt was approximately $2.8 billion.
These operations use modern techniques and equipment and accordingly require various types of skilled workers. The success of our business will be materially dependent upon the skills, experience and efforts of our key officers and skilled employees. Competition for skilled employees may cost us in terms of higher labor costs or reduced productivity.
These operations use modern techniques and equipment and accordingly require various types of skilled workers. The success of our business will be materially dependent 14 TABLE OF CONTENTS upon the skills, experience and efforts of our key officers and skilled employees. Competition for skilled employees may cost us in terms of higher labor costs or reduced productivity.
The nature of our operations exposes us to possible litigation claims, including disputes with competitors, customers, equipment vendors, environmental groups and other non-governmental organizations, and providers of shipping services. Some of the lawsuits may seek fines or penalties and damages in large amounts, or seek to restrict our business activities.
The nature of our operations exposes us to possible litigation claims, including disputes with competitors, customers, equipment vendors, environmental groups and other non-governmental organizations, providers of shipping services as well as governmental agencies. Some of the lawsuits may seek fines or penalties and damages in large amounts, or seek to restrict our business activities.
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.
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.
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.
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 results.
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.
Increased volatility, related civil unrest and further deterioration in the security situation may result in production stoppages and/or the destruction and theft of assets, any of which could have a material adverse effect on our business, financial condition and results of operations.
These exchange control restrictions could hinder our financial and strategic flexibility, particularly our ability to use South African capital to fund acquisitions, capital expenditures, and new projects outside of South Africa. Our South African operations have been affected by inflation in South Africa in recent years.
These exchange control restrictions could hinder 17 TABLE OF CONTENTS our financial and strategic flexibility, particularly our ability to use South African capital to fund acquisitions, capital expenditures, and new projects outside of South Africa. Our South African operations have been affected by inflation in South Africa in recent years.
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.
Price declines for our products will negatively affect our financial position and results of operations. 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.
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.
Although we believe we have sufficient protection of our approximately $4.2 billion of NOLs and/or approximately $507 million of Section 163(j) interest expense carryforwards, there can be no assurance that an ownership change for U.S. federal and applicable state income tax purposes will not occur in the future.
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.
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 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.
In 2021, Port of Richards Bay, which is owned and operated by Transnet, was impacted by two separate events, including a significant fire, which damaged part of the Port's infrastructure, causing increased shipment delays and costs to us.
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.
For instance, we use significant amounts of water in our South Africa operations. Certain regions of South Africa have experienced in 21 TABLE OF CONTENTS the past, and are prone to, drought conditions resulting in water restrictions being imposed in such areas.
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.
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.
RISKS RELATING TO OUR LEGAL AND REGULATORY ENVIRONMENT Our South African mining rights are subject to onerous regulatory requirements imposed by legislation and the Department of Mineral Resources and Energy (the “DMRE”), the compliance with which could have a material adverse effect on our business, financial condition and results of operations.
RISKS RELATING TO OUR LEGAL AND REGULATORY ENVIRONMENT 19 TABLE OF CONTENTS Our South African mining rights are subject to onerous regulatory requirements imposed by legislation and the Department of Mineral Resources and Energy, the compliance with which could have a material adverse effect on our business, financial condition and results of operations.
We obtained previous shareholder authority to disapply statutory pre-emption rights for a period from May 3, 2023 through the end of the Company's 2024 annual general meeting of shareholder, or if earlier, the close of business on the date that is fifteen (15) months of May 3, 2023.
We obtained previous shareholder authority to disapply statutory pre-emption rights for a period from May 7, 2024 through the end of the Company's 2025 annual general meeting of shareholder, or if earlier, the close of business on the date that is fifteen (15) months of May 7, 2024.
We obtained previous shareholder authority to allot additional shares for a period from May 3, 2023 through the end of the Company's 2024 annual general meeting of shareholder, or if earlier, the close of business on the date that is fifteen (15) months after May 3, 2023.
We obtained previous shareholder authority to allot additional shares for a period from May 7, 2024 through the end of the Company's 2025 annual general meeting of shareholder, or if earlier, the close of business on the date that is fifteen (15) months after May 7, 2024.
Consequently, our cash flow and our ability to meet our obligations or make cash distributions depends upon the cash flow of our operating companies, and the payment of funds by our operating companies in the form of dividends or otherwise.
Consequently, our cash flow and our ability to 18 TABLE OF CONTENTS meet our obligations or make cash distributions depends upon the cash flow of our operating companies, and the payment of funds by our operating companies in the form of dividends or otherwise.
We could be subject to changes in tax rates, adoption of new tax laws or additional tax liabilities. We are subject to taxation in all of the jurisdictions in which we operate.
We could be subject to changes in tax rates, adoption of new tax laws or additional tax liabilities. 23 TABLE OF CONTENTS We are subject to taxation in all of the jurisdictions in which we operate.
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.
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 and we currently expect a decision in the first half of 2025.
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.
We have operations in jurisdictions around the globe which subjects us to a number of risks, including: • adapting to unfamiliar regional and geopolitical conditions and demands, including political instability, civil unrest, expropriation, nationalization of properties by a government, imposition of sanctions, changes to import or export regulations and fees, renegotiation or nullification of existing agreements, mining leases and permits; • increased difficulties with regard to political and social attitudes, laws, rules, regulations and policies within countries that favor domestic companies over non-domestic companies, including customer- or government-supported efforts to promote the development and growth of local competitors; • economic and commercial instability risks, including those caused by sovereign and private debt default, corruption, and new and unfamiliar laws and regulations at national, regional and local levels, including taxation regimes, tariffs and trade barriers, including any additional tariffs in the United States or retaliatory tariffs imposed by other governments, exchange controls, repatriation of earnings, and labor and environmental and health and safety laws and regulations; • implementation of additional technological and cybersecurity measures and cost reduction efforts, including restructuring activities, which may adversely affect our ability to capitalize on opportunities; • major public health issues, such as COVID-19, which could cause, and have caused, disruptions in our operations or workforce; • war, political conditions, hostilities, including, but not limited to, the ongoing Russia and Ukraine and Middle East conflicts, or terrorist activities; • difficulties enforcing intellectual property and contractual rights in certain jurisdictions; and • unexpected events, including fires or explosions at facilities, and natural disasters, including as a result of climate-related events. 16 TABLE OF CONTENTS South Africa, where we have large mining assets and derive a significant portion of our revenue and profit, poses distinct operational risks which could affect our business, financial condition and results of operations.
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.
ESG issues, including those related to climate change and sustainability as well as the European Union's Corporate Sustainability Reporting Directive (CSRD), may subject us to additional costs and restrictions, including increased energy and raw material costs, which could have an adverse effect on our business, financial condition and results of operations, as well as damage our reputation.
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.
However, there is no assurance that new legislation will not be enacted that would undermine the court's ruling regarding the applicability of "once empowered always empowered" to the renewal and transfer of mining rights.
Moreover, increased regulatory requirements, including in relation to various aspects of ESG including disclosure requirements, may result in increased compliance or input costs of energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of our products or an increase in operating costs.
Moreover, increased regulatory requirements, including in relation to various aspects of ESG including disclosure requirements, such as the European Union's Corporate Sustainability Reporting Directive (CSRD), may result in increased compliance or input costs of energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of our products or an increase in operating costs.
Pricing pressure with respect to our TiO 2 products, zircon and pig iron can make it difficult to predict the cash we may have on hand at any given time, and a prolonged period of price declines may materially and adversely affect our financial position, liquidity, ability to finance planned capital expenditures and results of operations.
Pricing pressure, along with demand fluctuations, with respect to our TiO 2 products, zircon and pig iron can make it difficult to predict the cash we may have on hand at any given time, and a prolonged period of price declines and/or demand declines may materially and adversely affect our financial position, liquidity, ability to service and repay our debt, pay dividends, operate our business, fund our liquidity and capital needs, including to finance planned capital expenditures and results of operations.
The mineral resource and reserve estimates are estimates of the quantity and ore grades in our mines based on the interpretation of geological data obtained from drill holes and other sampling techniques, as well as from feasibility studies.
As a result, ore resources and reserve quantities actually produced may differ from current estimates. The mineral resource and reserve estimates are estimates of the quantity and ore grades in our mines based on the interpretation of geological data obtained from drill holes and other sampling techniques, as well as from feasibility studies.
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.
In the event of a catastrophic incident involving any of the raw materials we use, or chemicals or mineral products we produce, we could incur material costs as a result of addressing the consequences of such event. 20 TABLE OF CONTENTS 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.
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.
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.
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 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.
In addition, there is no assurance that other materials which we add to our TiO 2 products could also be subject to increased regulation which could impact the cost of labelling or the sales of our products.
In addition, there is no assurance that other materials which we add to our TiO 2 products could be subject to increased regulations which could negatively impact our business.
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.
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.
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.
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 substantial risk that our customers could switch to our competitors’ products in response to any number of developments including lower price offerings by our competitors for substantially the same products, new product development by competitors, increased commercial production of TiO 2 via chloride technology by Chinese producers, greater acceptance of TiO 2 produced via sulfate technology in end-market applications previously characterized by TiO 2 produced via chloride technology, or with respect to zircon customers, switching to lower priced substitute products.
In addition, we face substantial risk that our customers could switch to our competitors’ products in response to any number of developments including lower price offerings by our competitors for substantially the same products, new product development by competitors, or with respect to zircon customers, switching to lower priced substitute products.
Our operations in South Africa are reliant on services provided by the State-owned, sole provider of rail transport, Transnet Freight Rail and ocean transport, Transnet National Port Authority (collectively "Transnet").
In addition, we have also experienced increased electricity prices in the past and future price increases are expected to occur. Our operations in South Africa are reliant on services provided by the State-owned, sole provider of rail transport, Transnet Freight Rail and ocean transport, Transnet National Port Authority (collectively "Transnet").
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.
Chinese producers have significantly expanded their TiO 2 production capacity in recent years and the volume of their exports and have publicly announced their intention to continue to expand their TiO 2 production capacity and aggressive exports efforts.
As these threats continue to evolve, particularly around cybersecurity, we may be required to expend significant resources to enhance our control environment, processes, practices and other protective measures. Despite these efforts, we may not be able to prevent cyberattacks and other security breaches and such events could materially adversely affect our business, financial condition and results of operations.
As these threats continue to evolve, particularly around cybersecurity, we may be required to expend significant resources to enhance our control environment, processes, practices and other protective measures.
Because of the uncertain nature of any litigation and coverage decisions, we cannot predict the outcome of these matters or whether insurance claims may mitigate any damages to us. Litigation is very costly, and the costs associated with prosecuting and defending litigation matters could have a material adverse effect on our results of operations and financial condition.
Because of the uncertain nature of any litigation and coverage decisions, we cannot predict the outcome of these matters or whether insurance claims may mitigate any damages to us.
We obtained previous shareholder authority to repurchase shares for a period from May 3, 2023 through the end of the Company's 2024 annual general meeting of shareholder, of if earlier, the close of business on the date that is fifteen (15) months after May 3, 2023.
We obtained previous shareholder authority to repurchase shares for a period from May 7, 2024 through the end of the Company's 2025 annual general meeting of shareholder, of if earlier, the close of business on the date that is fifteen (15) months after May 7, 2024. 25 TABLE OF CONTENTS Transfers of our ordinary shares outside The Depository Trust may be subject to stamp duty or stamp duty reserve tax in the U.K., which would increase the cost of dealing in our shares.
Our industry and the end-use markets in which we compete are highly competitive. This competition may adversely affect our results of operations and operating cash flows. Each of our markets is highly competitive. Competition in the TiO 2 industry is based on a number of factors such as price, product quality, and service.
Our industry and the end-use markets in which we compete are highly competitive and are characterized by excessive production capacity, particularly in China. Competition and excess production capacity may adversely affect our results of operations and operating cash flows. Each of our markets is highly competitive.
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.
Moreover, increased Chinese production of zircon from heavy mineral concentrates imported from Africa and Australia, along with the prolonged economic downturn in China, is resulting in increasing quantities of zircon being exported by China to other regions of the world in which we compete.
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.
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.
It is also possible that heightened regulatory scrutiny could lead to claims by consumers or those involved in the production of such products alleging adverse health impacts.
It is also possible that heightened regulatory scrutiny could lead to claims by consumers or those involved in the production of such products alleging adverse health impacts. Any adverse outcomes with respect to regulatory investigations into the ongoing use of TiO 2 in various sectors could have a material adverse effect on our business, financial condition and results of operations.
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.
Moreover, the increased Chinese TiO 2 production capacity, along with the prolonged economic downturn in China, is resulting in increasing quantities of TiO 2 being exported to other regions of the world in which we compete typically at lower prices. We compete with a large number of mining companies with respect to zircon.
These licenses require, among other conditions, that mining operations achieve and maintain certain water quality limits for all water discharges, where applicable. Changes to water-use licenses could increase our costs of operations thereby affecting our operational results and financial condition.
Any changes by governmental authorities to these limits and license conditions could increase our costs of operations thereby affecting our operational results and financial condition.
Our industries and the end-use markets into which we sell our products experience periodic technological change and product improvement.
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.
Black economic empowerment (“BEE”) legislation was introduced into South Africa as a means to seek to redress the inequalities of the previous Apartheid system by requiring the inclusion of historically disadvantaged South Africans in the mainstream economy.
Black economic empowerment (BEE) legislation was introduced in South Africa to address inequalities from the Apartheid system by including historically disadvantaged South Africans in the mainstream economy. BEE legislation requires certain operations to be partially owned by historically disadvantaged South Africans and comply with provisions related to procurement and employment opportunities.
Our ore resources and reserve estimates are based on a number of assumptions, including mining and recovery factors, future cash costs of production and ore demand and pricing. As a result, ore resources and reserve quantities actually produced may differ from current estimates.
Despite these efforts, we may not be able to prevent cyberattacks and other security breaches and such events could materially adversely affect our business, financial condition and results of operations. 15 TABLE OF CONTENTS Our ore resources and reserve estimates are based on a number of assumptions, including mining and recovery factors, future cash costs of production and ore demand and pricing.
As such, an interruption in the supply of Sasol gas could have a material adverse effect on our business, financial conditions and results of operations. In addition, under South African law, our South African mining operations are subject to water-use licenses that govern each operation.
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.
Although Eskom is currently appealing the government order, there is no assurance that Eskom will be successful in its appeal. We have also experienced increased electricity prices and future price increases are expected to occur. Capacity reductions, load shedding, and/or electricity price increases could have a material adverse effect on our business, financial conditions and results of operations.
However, there can be no assurance that we will be successful in defending against such claims and any adverse outcomes with respect to such claims could have a material adverse effect on our business, financial condition and results of operations.
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.
We also benefit from the duties issued by the U.S. government pursuant to Section 301 of the Trade Act of 1974 on Chinese-origin TiO 2 products, which are currently set at 25% (“Section 301 Duties”). Similar to anti-dumping duties, these duties impact the volume and price of Chinese TiO 2 products originating in China imported into the United States.
Removed
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.
Added
Competition in the TiO 2 industry is based on a number of factors such as price, product quality, and service. We face significant competition from major international and smaller regional competitors, especially producers in China.
Removed
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.
Added
Zircon producers generally compete on the basis of price, quality, logistics, delivery, payment terms and consistency of supply.
Removed
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.
Added
Although certain jurisdictions have imposed anti-dumping duties or similar duties against TiO 2 imports from China, there can be no assurance that such duties will benefit our business, and if such duties are reduced, removed or not extended, it could have a material adverse effect on our results of operations and financial position.
Removed
Within the end-use markets in which we compete, competition between products is intense.
Added
The European Commission and Brazilian governments have both imposed anti-dumping duties on the importation of TiO 2 products originating in China. The anti-dumping duties imposed by the European Commission in January 2025 are definitive and will remain in effect for an initial period of five years until January 2030 with the possibility of an extension for an additional five years.
Removed
South Africa, where we have large mining assets and derive a significant portion of our revenue and profit, poses distinct operational risks which could affect our business, financial condition and results of operations.
Added
The anti-dumping duties imposed by Brazil’s Chamber of Foreign Trade are provisional and will be in place until April 2025 with the possibility that they will become definitive on or around June 2025 for a five-year period.
Removed
Eskom has not been able to reliably provide electrical power and as a result “load-shedding” (planned and unplanned rolling power outages) is expected for the foreseeable future. In addition, in 2021, Eskom received a governmental order to reduce by one-third its operating capacity to limit its greenhouse gas emissions.
Added
In addition, the trade defense agency in India has announced anti-dumping duties that, subject to approval by the Indian Ministry of Finance, will go into effect in the near future and the Kingdom of Saudi Arabia (KSA) has announced that it is investigating whether dumping of TiO 2 products originating in China may be imposed in the Kingdom.
Removed
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.
Added
We may benefit from these duties due to the impact they may have on the price at which Chinese importers sell TiO 2 in these jurisdiction as well as on the volume of exports of Chinese-made TiO 2 to these jurisdictions.
Removed
Under BEE legislation, certain of our operations are required to be partially owned by historically disadvantaged South Africans --- known as “empowerment” --- and comply with other provisions of applicable BEE legislation that relate to matters such as mandatory procurement and employment opportunities for the communities in which we operate.
Added
However, there can be no assurance that these duties will prove effective in increasing the price at which such Chinese producers sell TiO 2 in the jurisdictions that 13 TABLE OF CONTENTS have or will impose anti-dumping duties nor in decreasing the volume of TiO 2 sold by Chinese exporters.
Removed
On March 1, 2019, a new set of BEE rules and regulations relevant to our operation came into effect known as "Mining Charter III".
Added
Moreover, the Brazilian government may elect to allow the provisional duties to expire without imposing definitive duties; the Indian Ministry of Finance may not approve the anti-dumping duties recommended by the Indian trade defense agency; and KSA may determine that Chinese producers are not, in fact, dumping TiO 2 in the KSA market or may impose duties that are insufficient to effect Chinese export behavior.
Removed
Under the “empowerment” rules of Mining Charter III, certain of our operations require a 30% BEE shareholding that must be structured through a special purpose vehicle comprised of black entrepreneurs, the local community surrounding the relevant mining area and eligible employees.
Added
Any of these outcomes could have a material adverse effect on our results of operations and financial position. Anti-dumping duties are generally subject to periodic reviews and, occasionally, legal challenges, which can result in their revocation, suspension or reduction.
Removed
In addition, Mining Charter III sets forth more stringent requirements applicable to all of our South African operations, including: the procurement of goods and services from BEE compliant entities; race, age and gender based employment quotas; and, workers’ housing and living conditions.
Added
If these anti-dumping duties and tariffs were to be revoked or reduced in the future, or if they do not adequately combat China’s unfair trade practices, our results of operations and financial position could be adversely impacted.
Removed
Uncertainty over the status of Mining Charter III arose when in September 2021, the South African High Court ruled that certain provisions of Mining Charter III were unconstitutional and that Mining Charter III cannot be considered binding legislation.
Added
Section 301 Duties may be modified, removed, extended, reduced or increased by executive action, or TiO 2 could be excluded from the Section 301 Duties in the future. Any such changes to the Section 301 Duties on TiO 2 products could have a material adverse effect on our results of operations and financial position.
Removed
Although the DMRE determined not to appeal such ruling, there is no assurance that all the provisions of Mining Charter III will take effect or that the DMRE as result of such ruling will not attempt to enforce the same or more onerous provisions through legislative amendments.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+0 added−0 removed17 unchanged
Biggest changeThese activities include: • External penetration testing by certified third parties. • Independent review of the Tronox Information Security Management System (ISMS). • Participating in industry and government cyber incident exercises run by the National Cyber Security Center (UK Security Services). • Utilizing a third party (KnowBe4) for the cybersecurity training and phishing tests described above. • Regularly engaging with statutory auditors in support of specific activities such as SOX 404 audits. • Engaging outside counsel with expertise in the field to advise on critical IT contracts as well as reporting and disclosure requirements.
Biggest changeThese activities include: • External penetration testing by certified third parties. • Independent review of the Tronox Information Security Management System (ISMS). • Participating in industry and government cyber incident exercises run by the National Cyber Security Center (UK Security Services). • Utilizing a third party (KnowBe4) for the cybersecurity training and phishing tests described above. • Regularly engaging with statutory auditors in support of specific activities such as SOX 404 audits. • Engaging outside counsel with expertise in the field to advise on critical IT contracts as well as reporting and disclosure requirements. • Membership in a United Kingdom industry cybersecurity group to facilitate intelligence sharing and develop incident response capabilities. • Utilizing a third party vendor for detect and response services who provides 24x7 monitoring and incident response capabilities across the various Tronox technology platforms.
These tools include, but are not limited to, next generation firewalls, anti-malware, IPS / IDS, end point protection, encryption, email and cloud app security, privileged access management, vulnerability scanning / patching. These are a blend of on-premise, cloud and network hosted tools.
These tools include, but are not limited to, firewalls, anti-malware, IPS / IDS, end point protection, encryption, email and cloud app security, privileged access management, vulnerability scanning / patching. These are a blend of on-premise, cloud and network hosted tools.
We also maintain a Security Operations Center (SOC) that provides a mechanism for addressing cyberthreats before they comprise data security. 26 TABLE OF CONTENTS • The cybersecurity team operates, maintains and monitors an integrated eco-system of security tools designed to detect, prevent and respond to threats and malicious activity.
We also maintain a Security Operations Center (SOC) that provides a mechanism for addressing cyberthreats before they comprise data security. • The cybersecurity team operates, maintains and monitors an integrated eco-system of security tools designed to detect, prevent and respond to threats and malicious activity.
As part of this program, our enterprise risk professionals consult with internal cybersecurity subject matter experts to identify cyber risks and evaluate their severity and the efficacy of our mitigation efforts, with the results being reported to the executive leadership team and the Board of Directors.
As part of this program, our enterprise risk professionals consult with internal 26 TABLE OF CONTENTS cybersecurity subject matter experts to identify cyber risks and evaluate their severity and the efficacy of our mitigation efforts, with the results being reported to the executive leadership team and the Board of Directors.
Like most major corporations we have been the target of cyberattacks from time to time and we expect to be the target of such attacks in the future. In the past three years, however, we have not experienced a material information security breach.
Like most major corporations we have been the target of cyberattacks from time to time and we expect to be the target of such attacks in the future. In the past three years, 27 TABLE OF CONTENTS however, we have not experienced a material information security breach.
The Audit Committee updates the full board on these matters as necessary. The full Board reviews and assesses cybersecurity risks in connection with its annual Enterprise Risk Management review. 27 TABLE OF CONTENTS In 2020, Tronox established an IT Security Council to help set corporate risk tolerance and related policy.
The Audit Committee updates the full board on these matters as necessary. The full Board reviews and assesses cybersecurity risks in connection with its annual Enterprise Risk Management review. In 2020, Tronox established an IT Security Council to help set corporate risk tolerance and related policy.

Item 2. Properties

Properties — owned and leased real estate

54 edited+1 added−3 removed163 unchanged
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.
Biggest changeTRONOX MINERAL SANDS - 2024-2023 RESOURCES (1) 2024 2023 MINE / DEPOSIT Resource Category Material (million tonnes) HM% Mineral Assemblage (% of THM) Change (+/-) from 2023 (% )1 Material (million tonnes) HM% Mineral Assemblage (% of THM) Ilmenite Rutile and Leucoxene Zircon Ilmenite Rutile and Leucoxene Zircon Namakwa Sands Dry Mine - Western Cape RSA (2) Measured 122 6.8 % 33.5 6.3 7.6 112 7.0 % 32.6 6.1 7.8 Indicated 84 6.5 % 28.3 5.6 6.9 84 6.5 % 28.3 5.6 6.9 Measured + Indicated 206 6.6 % 31.4 6.0 7.3 196 6.7 % 30.8 5.9 7.4 Inferred 110 5.5 % 35.1 8.1 6.6 110 5.5 % 35.1 8.1 6.6 Total 316 6.3 % 32.7 6.7 7.0 3.2 306 6.3 % 32.3 6.7 7.1 KZN Sands Hydraulic Mine - KwaZulu-Natal RSA (3) Measured 43 4.1 % 63.5 8.9 7.8 38 4.1 % 63.5 9.4 7.7 Indicated — — % — — — — — % — — — Measured + Indicated 43 4.1 % 63.5 8.9 7.8 38 4.1 % 63.5 9.4 7.7 Inferred 58 3.5 % 55.3 6.9 7.2 55 3.4 % 54.6 7.1 7.1 Total 101 3.8 % 58.8 7.8 7.5 9.0 93 3.7 % 58.2 8.0 7.4 Cooljarloo – Dredge Mine - Western Australia (4) Measured 4 2.2 % 59.4 8.3 10.3 1 0.9 % 54.9 7.2 9.3 Indicated 263 1.5 % 61.6 6.8 10.6 282 1.5 % 61.3 6.7 10.5 Measured + Indicated 267 1.6 % 61.6 6.8 10.6 283 1.5 % 61.3 6.7 10.5 Inferred — — % — — — 12 2.9 % 58.0 7.3 9.0 Total 267 1.6 % 61.6 6.8 10.6 (9.5) 295 1.6 % 61.2 6.8 10.4 Dongara Planned Dry Mine - Western Australia (5) Measured 109 4.1 % 50.2 9.0 10.8 109 4.1 % 50.2 9.0 10.8 Indicated 31 3.5 % 53.7 9.1 12.4 31 3.5 % 53.7 9.1 12.4 Measured + Indicated 140 3.9 % 52.0 9.1 11.6 140 3.9 % 52.0 9.1 11.6 Inferred 46 3.7 % 56.1 8.9 9.2 46 3.7 % 56.1 8.9 9.2 Total 186 3.9 % 52.1 9.0 10.7 0.0 186 3.9 % 52.1 9.0 10.7 Atlas-Campaspe Dry Mine - New South Wales Australia (6) Measured 27 2.5 % 58.8 10.9 11.7 27 2.5 % 58.8 10.9 11.7 34 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 4.4 % 60.1 5.8 13.1 83 3.1 % 60.1 5.8 13.1 Total 110 3.9 % 59.9 6.6 12.9 0.3 110 3.0 % 59.8 6.9 12.8 Port Durnford - KwaZulu-Natal RSA (7) Measured 143 4.5 % 67.6 6.0 9.3 143 4.5 % 67.6 6.0 9.3 Indicated 340 4.1 % 67.4 6.1 9.3 340 4.1 % 67.4 6.1 9.3 Measured + Indicated 483 4.2 % 67.4 6.1 9.3 483 4.2 % 67.5 6.1 9.3 Inferred 466 3.5 % 71.8 6.3 10.0 466 3.5 % 71.8 6.3 10.0 Total 949 3.9 % 69.4 6.2 9.6 0.0 949 3.9 % 69.4 6.2 9.6 Kara/Cylinder - New South Wales Australia (9) Measured — — % — — — — — % — — — Indicated 165 4.4 % 49.4 12.9 12.0 165 4.4 % 49.4 12.9 12.0 Measured + Indicated 165 4.4 % 49.4 12.9 12.0 165 4.4 % 49.4 12.9 12.0 Inferred 26 2.8 % 51.1 19.6 14.3 26 2.8 % 51.1 19.6 14.3 Total 191 4.1 % 49.5 13.5 12.2 0.0 191 4.1 % 49.5 13.5 12.2 Total Resources Measured 448 4.8 % 50.4 7.1 8.9 430 4.9 % 50.2 7.1 9.0 Indicated 883 3.6 % 55.4 7.8 9.8 902 3.5 % 55.4 7.7 9.8 Measured + Indicated 1,331 4.0 % 53.4 7.5 9.4 1,332 4.0 % 53.3 7.5 9.5 Inferred 789 3.9 % 60.6 7.1 9.5 798 3.7 % 60.6 7.1 9.4 Total 2,120 4.0 % 56.0 7.4 9.5 (0.5) 2,130 3.9 % 56.0 7.4 9.4 (See footnotes below the following table.) TRONOX MINERAL SANDS - 2024-2023 RESERVES 35 TABLE OF CONTENTS 2024 2023 MINE / DEPOSIT Reserve Category Material (million tonnes) HM% Mineral Assemblage (% of THM) Material (million tonnes) HM% Mineral Assemblage (% of THM) Ilmenite Rutile and Leucoxene Zircon Change (+/-) from 2023 (%) 1 Ilmenite Rutile and Leucoxene Zircon Namakwa Sands Dry Mine - Western Cape RSA (2) Proven 96 7.3 % 37.8 9.0 9.3 121 7.2 % 37.8 8.8 9.1 Probable 550 5.7 % 51.5 10.7 10.9 545 5.7 % 51.6 10.7 10.8 Total Reserves 646 5.9 % 49.0 10.4 10.6 (3.1) 666 5.9 % 48.6 10.3 10.5 KZN Sands Hydraulic Mine KwaZulu-Natal RSA (3) Proven 175 5.6 % 61.4 7.7 7.5 187 5.6 % 61.3 7.6 7.5 Probable 15 3.9 % 54.8 5.6 7.3 15 3.9 % 54.8 5.6 7.3 Total Reserves 190 5.5 % 61.0 7.6 7.5 (6.0) 202 5.5 % 61.0 7.5 7.5 Cooljarloo – Dredge Mine - Western Australia (4) Proven 157 1.7 % 61.9 7.8 11.0 177 1.7 % 61.9 7.7 11.0 Probable 134 2.0 % 60.4 8.3 12.2 130 2.0 % 60.5 8.3 12.3 Total Reserves 291 1.8 % 60.2 7.9 11.4 (5.0) 307 1.8 % 61.2 8.0 11.6 Atlas-Campaspe Dry Mine - New South Wales Australia (6) Proven 105 5.8 % 60.5 11.3 12.8 107 6.0 % 60.7 11.5 12.7 Probable — — % — — — — — % — — — Total Reserves 105 5.8 % 60.5 11.3 12.8 (2.2) 107 6.0 % 60.7 11.5 12.7 Wonnerup Dry Mine - Western Australia (8) Proven 7 5.4 % 75.6 14.3 8.7 7 5.4 % 71.1 18.4 9.4 Probable 2 5.0 % 62.5 24.3 11.0 4 5.7 % 77.0 11.9 8.9 Total Reserves 9 5.3 % 72.9 16.4 9.2 (20.3) 11 5.5 % 73.3 15.9 9.2 Ginkgo Dredge/ Dry Mines - New South Wales Australia Proven — — % — — — 4 1.3 % 57.1 13.0 13.2 Probable — — — — — — — % — — — Total Reserves — — % — — — (100.0) 4 1.3 % 57.1 13.0 13.2 Total Reserves Proven 540 4.8 % 55.1 9.0 9.6 603 4.8 % 54.3 9.0 9.5 Probable 701 4.9 % 52.3 10.4 10.9 694 5.0 % 52.5 10.4 10.9 Total Reserves 1,241 4.9% 53.5 9.8 10.3 (4.4) 1,297 4.9% 53.3 9.8 10.2 1.
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.
INDIVIDUAL PROPERTY DISCLOSURE Tronox Northern Operations (Cooljarloo) Tronox Management Pty Ltd is a subsidiary of Tronox Holdings plc and is the operator of Tronox Northern Operations which includes: 37 TABLE OF CONTENTS • Cooljarloo Mine, 170 km north of Perth, where heavy mineral concentrates are produced from dredge mining operations.
For clarity, in the tables below, our reserves have been excised from the resources as they can be proven to be profitably mined and processed. The remaining deposit that exceeds cut-off grade, but have not yet been demonstrated to be profitable by virtue of either recoverable grade, operating cost or capital required to develop, are separately defined as resources.
For clarity, in the tables below, our reserves have been excised from the resources as they can be proven to be profitably mined and processed. The remaining deposit exceeds cut-off grade, but have not yet been demonstrated to be profitable by virtue of either recoverable grade, operating cost or capital required to develop, are separately defined as resources.
As the equipment and infrastructure (including the DMU, WCP and all associated infrastructure) at Atlas is new and within its first year of operational life it is in good condition. Dry mining at Campaspe will replace production from Atlas when Atlas finishes in 2027. Detailed design work and additional approvals are presently being undertaken.
As the equipment and infrastructure (including the DMU, WCP and all associated infrastructure) at Atlas is new and within its first year of operational life it is in good condition. Dry mining at Campaspe will replace production from Atlas when Atlas finishes in early 2027. Detailed design work and additional approvals are presently being undertaken.
Tronox Eastern Operations (Atlas-Campaspe) Tronox Mining Australia Ltd is a subsidiary of Tronox Holdings plc and is the operator of Tronox Eastern Operations which includes: • The Ginkgo Mine, 110 km north of Wentworth in southwestern New South Wales, where heavy mineral concentrates are currently produced from dredge mining operations; • The Snapper and Crayfish rehabilitation sites, adjacent to Ginkgo where former mineral sands mines are undergoing restoration following the completion of mining; • The Atlas-Campaspe project in southwestern New South Wales, 120 km northeast of Mildura, where heavy mineral concentrates are currently produced from dry mining operations at Atlas and site development and approval activities have commenced for future mining operations at Campaspe; • A rail siding and HMC stockpile facility at Ivanhoe, approximately 140 km northeast of the Atlas Mine, where HMC is dispatched to Broken Hill for further processing; • Broken Hill Mineral Separation Plant in southwestern New South Wales, where the HMCs are separated into mineral products and either railed approximately 430 km to the Port of Adelaide or railed directly to Western Australia using the Trans Australian Railway; and • Port of Adelaide, South Australia, where bulk mineral sands products from Broken Hill are loaded for export.
Tronox Eastern Operations (Atlas-Campaspe) Tronox Mining Australia Ltd is a subsidiary of Tronox Holdings plc and is the operator of Tronox Eastern Operations which includes: • The Snapper, Ginkgo and Crayfish rehabilitation sites, located 110 km north of Wentworth in southwestern New South Wales, where former mineral sands mines are undergoing restoration following the completion of mining; • The Atlas-Campaspe project in southwestern New South Wales, 120 km northeast of Mildura, where heavy mineral concentrates are currently produced from dry mining operations at Atlas and site development and approval activities have commenced for future mining operations at Campaspe; • A rail siding and HMC stockpile facility at Ivanhoe, approximately 140 km northeast of the Atlas Mine, where HMC is dispatched to Broken Hill for further processing; • Broken Hill Mineral Separation Plant in southwestern New South Wales, where the HMCs are separated into mineral products and either railed approximately 430 km to the Port of Adelaide or railed directly to Western Australia using the Trans Australian Railway; and • Port of Adelaide, South Australia, where bulk mineral sands products from Broken Hill are loaded for export.
Summary of Resources and Reserves Atlas-Campaspe Summary of Mineral Resources as of December 31, 2023 Mineral Assemblage (% of THM) Mine / Deposit Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2022 (%) Atlas Measured 9 2.4 57.9 14.1 8.3 Indicated — — — — — Measured + Indicated 9 2.4 57.9 14.1 8.3 Inferred — — — — — Total 9 2.4 57.9 14.1 8.3 Campaspe Measured 18 2.6 59.3 9.4 13.3 Indicated — — — — — Measured + Indicated 18 2.6 59.3 9.4 13.3 Inferred 83 3.1 60.1 5.8 13.1 Total 101 3.0 60.0 6.4 13.1 Total Mineral Resources 110 3.0 59.8 6.9 12.8 — (1) Mineral resources are exclusive of mineral reserves.
Summary of Resources and Reserves Atlas-Campaspe Summary of Mineral Resources as of December 31, 2024 Mineral Assemblage (% of THM) Mine / Deposit Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Atlas Measured 9 2.4 57.9 14.1 8.3 Indicated — — — — — Measured + Indicated 9 2.4 57.9 14.1 8.3 Inferred — — — — — Total 9 2.4 57.9 14.1 8.3 Campaspe Measured 18 2.6 59.3 9.4 13.3 Indicated — — — — — Measured + Indicated 18 2.6 59.3 9.4 13.3 Inferred 83 4.4 60.1 5.8 13.1 Total 101 4.0 60.0 6.2 13.1 Total Mineral Resources 110 3.9 59.9 6.6 12.9 0.3 (1) Mineral resources are exclusive of mineral reserves.
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.
Item 2. Properties SUMMARY DISCLOSURE Below are our primary offices and facilities at December 31, 2024. We believe our properties are in good operating condition, and are well maintained. Pursuant to separate financing agreements, substantially all our material U.S., European and Australian properties are pledged or encumbered to support or otherwise provide security for our indebtedness.
Tronox Mining Rights, west coast of South Africa 45 TABLE OF CONTENTS Area/Farm DMRE Reference number Area (ha) Current status Goeraap 140 Portion 17 WC 30/5/1/2/2/114 MR 250 active, expires 17 August 2038 Graauwduinen 152 Portion 1 WC 30/5/1/2/2/114 MR 2,978 active, expires 17 August 2038 Hartebeeste Kom 156 Portion 1 & 2 WC 30/5/1/2/2/114 MR 3,903 active, expires 17 August 2038 Rietfontein Ext 151 Portion 1 & 2 WC 30/5/1/2/2/114 MR 2,084 active, expires 17 August 2038 Hartebeeste Kom 156 Portion 3 WC 30/5/1/2/2/113 MR 1,790 active, expires 17 August 2038 Houtkraal 143 Portion 3 WC 30/5/1/2/2/113 MR 1,780 active, expires 17 August 2038 Graauwduinen 152 Portion 2 WC 30/5/1/2/2/10040 MR 599 active, expires 29 March 2046 Graauwduinen 152 Remaining Extent WC 30/5/1/2/2/10040 MR 1,776 active, expires 29 March 2046 Rietfontein Ext 151 Remaining Extent WC 30/5/1/2/2/10040 MR 2,536 active, expires 29 March 2046 Houtkraal 143 Remainder of Portion 2 WC 30/5/1/2/2/10040 MR 645 active, expires 29 March 2046 Houtkraal 143 Remaining Extent WC 30/5/1/2/2/10040 MR 864 active, expires 29 March 2046 The net book value of the Namakwa Sands mine, inclusive of mining and beneficiary equipment located in the Western Cape of South Africa as well as relevant mining tenements, as of December 31, 2023 was $357 million.
Tronox Mining Rights, west coast of South Africa 45 TABLE OF CONTENTS Area/Farm DMRE Reference number Area (ha) Current status Goeraap 140 Portion 17 WC 30/5/1/2/2/114 MR 250 active, expires 17 August 2038 Graauwduinen 152 Portion 1 WC 30/5/1/2/2/114 MR 2,978 active, expires 17 August 2038 Hartebeeste Kom 156 Portion 1 & 2 WC 30/5/1/2/2/114 MR 3,903 active, expires 17 August 2038 Rietfontein Ext 151 Portion 1 & 2 WC 30/5/1/2/2/114 MR 2,084 active, expires 17 August 2038 Hartebeeste Kom 156 Portion 3 WC 30/5/1/2/2/113 MR 1,790 active, expires 17 August 2038 Houtkraal 143 Portion 3 WC 30/5/1/2/2/113 MR 1,780 active, expires 17 August 2038 Graauwduinen 152 Portion 2 WC 30/5/1/2/2/10040 MR 599 active, expires 29 March 2046 Graauwduinen 152 Remaining Extent WC 30/5/1/2/2/10040 MR 1,776 active, expires 29 March 2046 Rietfontein Ext 151 Remaining Extent WC 30/5/1/2/2/10040 MR 2,536 active, expires 29 March 2046 Houtkraal 143 Remainder of Portion 2 WC 30/5/1/2/2/10040 MR 645 active, expires 29 March 2046 Houtkraal 143 Remaining Extent WC 30/5/1/2/2/10040 MR 864 active, expires 29 March 2046 The net book value of the Namakwa Sands mine, inclusive of mining and beneficiary equipment located in the Western Cape of South Africa as well as relevant mining tenements, as of December 31, 2024 was $437 million.
Being situated on an historical coastline, the ore body is made up of conventional mineral sands strandlines and eminently suited to dredge mining and gravity concentration. Since commencement, the operation has been running continuously and has thus far consumed 640 Mt of ore at approximately 2.8% HM grade.
Being situated on an historical coastline, the ore body is made up of conventional mineral sands strandlines and eminently suited to dredge mining and gravity concentration. Since commencement, the operation has been running continuously and has thus far consumed 657 Mt of ore at approximately 2.8% HM grade.
Mining Operations Tronox owns and operates six mining and mineral processing operations, each including one or more heavy mineral sand (“HMS”) mines producing HMC which is separated into valuable co-products, primarily zircon and TiO 2 feedstocks --- ilmenite, natural rutile or leucoxene --- in a dedicated mineral separation plant.
Mining Operations Tronox owns and operates five mining and mineral processing operations, each including one or more heavy mineral sand (“HMS”) mines producing HMC which is separated into valuable co-products, primarily zircon and TiO 2 feedstocks --- ilmenite, natural rutile or leucoxene --- in a dedicated mineral separation plant.
As such, all drilling has been completed at Atlas. Final infill drilling has also been completed for the first five (5) years of mining at Campaspe. Over the past 13 years there has been an average of 50,000 meters of drilling completed annually at Tronox’s Eastern Operations. Drilling will continue at Campaspe and surrounding areas in 2024.
As such, all drilling has been completed at Atlas. Final infill drilling has also been completed for the first five (5) years of mining at Campaspe. Over the past 13 years there has been an average of 50,000 meters of drilling completed annually at Tronox’s Eastern Operations. Drilling will continue at Campaspe and surrounding areas in 2025.
Mining and Public Environmental Review plans are approved for the Cooljarloo mine and approval to extend the environmental plans for Dongara were recently approved. Environmental Protection Agency approval of Cooljarloo West has also been approved. The main Cooljarloo deposit covers 9,744 hectares (24,078 acres). We hold 14 mining leases at the Dongara project.
Mining and Public Environmental Review plans are approved for the Cooljarloo mine and approval to extend the environmental plans for Dongara were recently approved. Environmental Protection Agency approval of Cooljarloo West has also been approved. The main Cooljarloo Mining Lease covers 9,744 hectares (24,078 acres). We hold 14 mining leases at the Dongara project.
Mineral prices used in reserve estimation are substantially in line with the prices for each of our products, published quarterly by independent consulting companies. For a comparison of the reported resources as of December 31, 2023 with the resources as of December 31, 2022, see table on page 34 .
Mineral prices used in reserve estimation are substantially in line with the prices for each of our products, published quarterly by independent consulting companies. For a comparison of the reported resources as of December 31, 2024 with the resources as of December 31, 2023, see table on page 34 .
Price assumptions used for resource and reserve estimations are $1,499 per metric ton of zircon, $194 per metric ton of Ilmenite and $925 per metric ton of Rutile. For a comparison of the reported resources as of December 31, 2023 with the resources as of December 31, 2022, see table on page 34 .
Price assumptions used for resource and reserve estimations are $1,499 per metric ton of zircon, $194 per metric ton of Ilmenite and $925 per metric ton of Rutile. For a comparison of the reported resources as of December 31, 2024 with the resources as of December 31, 2023, see table on page 34 .
Price assumptions used for resource and reserve estimations are $1,554 per metric ton of zircon, $205 per metric ton of Ilmenite and $1,183 per metric ton of Rutile. For a comparison of the reported resources as of December 31, 2023 with the resources as of December 31, 2022, see table on page 34 .
Price assumptions used for resource and reserve estimations are $1,554 per metric ton of zircon, $205 per metric ton of Ilmenite and $1,183 per metric ton of Rutile. For a comparison of the reported resources as of December 31, 2024 with the resources as of December 31, 2023, see table on page 34 .
For a comparison of the reported reserves as of December 31, 2023 with the reserves as of December 31, 2022, see table on pag e 35 . The decrease in reserves in 2023 as compared to 2022 is primarily attributable to mining depletion. Condition of Property The Cooljarloo project was established in 1988.
For a comparison of the reported reserves as of December 31, 2024 with the reserves as of December 31, 2023, see table on pag e 35 . The decrease in reserves in 2024 as compared to 2023 is primarily attributable to mining depletion. Condition of Property The Cooljarloo project was established in 1988.
Tronox Mining Rights for Fairbreeze Area/Farm DMRE Reference number Area (ha) Current status Fairbreeze A, B, C, D KZN 30/5/1/2/2/123 MR 3,810 active, expires 24 March 2035 Fairbreeze CX KZN 30/5/1/2/2/164 MR 231 active, expires 04 August 2039 The net book value of the Fairbreeze mine, inclusive of mining and beneficiary equipment located in the Kwa-Zulu Natal province of South Africa as well as relevant mining tenements, as of December 31, 2023 was $344 million.
Tronox Mining Rights for Fairbreeze Area/Farm DMRE Reference number Area (ha) Current status Fairbreeze A, B, C, D KZN 30/5/1/2/2/123 MR 3,810 active, expires 24 March 2035 Fairbreeze CX KZN 30/5/1/2/2/164 MR 231 active, expires 04 August 2039 The net book value of the Fairbreeze mine, inclusive of mining and beneficiary equipment located in the Kwa-Zulu Natal province of South Africa as well as relevant mining tenements, as of December 31, 2024 was $380 million.
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.
Reporting of Reserves and Resources The following tables summarize our reserves and resources as well as their contained in situ total heavy minerals (THM) and heavy mineral (HM) assemblages as of December 31, 2024 based on long-term price assumptions.
The 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.
The net book value of Cooljarloo, inclusive of mining and beneficiary equipment located in Western Australia as well as relevant mining tenements, as of December 31, 2024 was $404 million; • Cooljarloo West and Osprey deposits, which conjoin the Cooljarloo Mine operations; • Chandala Processing Plant, 60 km north of Perth, where the heavy mineral concentrates (HMC) are separated into saleable mineral products and also where ilmenite is further upgraded to synthetic rutile; • The laboratory and mineral testing facility is also located at the Chandala site.
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.
Abbreviations, Definitions, and Notations Reserves —mineralized material inclusive of dilution, determined to be economically and legally exploitable as of December 31, 2024, classified as either Probable Reserves or Proven Reserves, based on level of confidence.
For a comparison of the reported resources as of December 31, 2023 with the resources as of December 31, 2022, see table on page 34 . The decrease in resources in 2023 as compared to 2022 is primarily attributable to mining depletion.
For a comparison of the reported resources as of December 31, 2024 with the resources as of December 31, 2023, see table on page 34 . The decrease in resources in 2024 as compared to 2023 is primarily attributable to mining depletion.
For a comparison of the reported reserves as of December 31, 2023 with the reserves as of December 31, 2022, see table on page 35 . The decrease in reserves in 2023 as compared to 2022 is primarily attributable to mining depletion.
For a comparison of the reported reserves as of December 31, 2024 with the reserves as of December 31, 2023, see table on page 35 . The decrease in reserves in 2024 as compared to 2023 is primarily attributable to mining depletion.
For a comparison of the reported reserves as of December 31, 2023 with the reserves as of December 31, 2022, see table on page 35 . The decrease in reserves in 2023 as compared to 2022 is primarily attributable to mining depletion.
For a comparison of the reported reserves as of December 31, 2024 with the reserves as of December 31, 2023, see table on page 35 . The decrease in reserves in 2024 as compared to 2023 is primarily attributable to mining depletion.
For a comparison of the reported reserves as of December 31, 2023 with the reserves as of December 31, 2022, see table on page 35 . The decrease in reserves in 2023 as compared to 2022 is primarily attributable to updated information.
For a comparison of the reported reserves as of December 31, 2024 with the reserves as of December 31, 2023, see table on page 35 . The decrease in reserves in 2024 as compared to 2023 is primarily attributable to updated information.
Depending on the TiO 2 content of mined ilmenite, we either use it directly to produce TiO 2 pigment or we upgrade it to produce titanium slag at our two South African smelter operations and synthetic rutile (SR) at our Chandala metallurgical complex in Western Australia.
Depending on the TiO 2 content of mined ilmenite, we either use it directly to produce TiO 2 pigment or we upgrade it to produce titanium slag at our two South African 28 TABLE OF CONTENTS smelter operations and synthetic rutile (SR) at our Chandala metallurgical complex in Western Australia.
The current reserves are 307 Mt tons at 1.8% HM grade, which gives a further 15 years of life. The current resources, which are exclusive of reserves, are 295 Mt at 1.6% HM. Extensive and systematic exploration drilling activities are conducted at Cooljarloo and adjacent deposits on an annual basis to upgrade resources and reserves.
The current reserves are 287 Mt tons at 1.8% HM grade, which gives a further 15 years of life. The current resources, which are exclusive of reserves, are 271 Mt at 1.6% HM. Extensive and systematic exploration drilling activities are conducted at Cooljarloo and adjacent deposits on an annual basis to upgrade resources and reserves.
Over the past 13 years there has been an average of 52,000 meters of drilling completely annually at Cooljarloo. Drilling will continue is 2024. Cooljarloo mine has operated with 2 dredges in the one pond since 1999. The original Ellicott Cooljarloo1 dredge operates in tandem with the smaller capacity Neumann built Pelican dredge which was brought into service in 2012.
Over the past 14 years there has been an average of 52,000 meters of drilling completely annually at Cooljarloo. Drilling will continue in 2025. Cooljarloo mine has operated with 2 dredges in the one pond since 1999. The original Ellicott Cooljarloo1 dredge operates in tandem with the smaller capacity Neumann built Pelican dredge which was brought into service in 2012.
The increase in resources in 2023 as compared to 2022 is primarily attributable to updated information.
The increase in resources in 2024 as compared to 2023 is primarily attributable to updated information.
Summary of Resources and Reserves Fairbreeze Summary of Mineral Resources as of December 31, 2023 Mineral Assemblage (% of THM) Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2022 (%) Measured 38 4.1 63.5 9.4 7.7 Indicated — — — — — Measured + Indicated 38 4.1 63.5 9.4 7.7 Inferred 55 3.4 54.6 7.1 7.1 Total Mineral Resources 93 3.7 58.2 8.0 7.4 (11.4) (1) Cutoff grade applied is 1.5% ilmenite. 49 TABLE OF CONTENTS (2) Mineral Resources are exclusive of mineral reserves.
Summary of Resources and Reserves Fairbreeze Summary of Mineral Resources as of December 31, 2024 Mineral Assemblage (% of THM) Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Measured 43 4.1 63.5 8.9 7.8 Indicated — — — — — Measured + Indicated 43 4.1 63.5 8.9 7.8 Inferred 58 3.5 55.3 6.9 7.2 Total Mineral Resources 101 3.8 58.8 7.8 7.5 9.0 (1) Cutoff grade applied is 1.5% ilmenite. 49 TABLE OF CONTENTS (2) Mineral Resources are exclusive of mineral reserves.
Fairbreeze Summary of Mineral Reserves as of December 31, 2023 Mineral Assemblage (% of THM) Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2022 (%) Proven 187 5.6 61.3 7.6 7.5 Probable 15 3.9 54.8 5.6 7.3 Total Mineral Reserves 202 5.5 61.0 7.5 7.5 (2.9) (1) Price assumptions used for resource and reserve estimations are $1,554 per metric ton of zircon, $205 per metric ton of Ilmenite and $1,183 per metric ton of Rutile.
Fairbreeze Summary of Mineral Reserves as of December 31, 2024 Mineral Assemblage (% of THM) Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Proven 175 5.6 61.4 7.7 7.5 Probable 15 3.9 54.8 5.6 7.3 Total Mineral Reserves 190 5.5 61.0 7.6 7.5 (6.0) (1) Price assumptions used for resource and reserve estimations are $1,554 per metric ton of zircon, $205 per metric ton of Ilmenite and $1,183 per metric ton of Rutile.
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.
In 2024, we produced concentrates of ilmenite, rutile, leucoxene, and zircon from five operations: – Namakwa Sands, Western Cape, South Africa; – KwaZulu-Natal (“KZN”) Sands, KwaZulu-Natal, South Africa; – Northern Operations, Western Australia; – Southern Operations, Western Australia; and – Eastern Operations, Murray Basin, New South Wales, Australia.
Cooljarloo Summary of Mineral Reserves as of December 31, 2023 40 TABLE OF CONTENTS Mineral Assemblage (% of THM) Mine / Deposit Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2022 (%) Cooljarloo Proven 177 1.7 61.9 7.7 11.0 Probable — — — — — Total 177 1.7 61.9 7.7 11.0 Cooljarloo West Proven — — — — — Probable 130 2.0 60.5 8.3 12.3 Total 130 2.0 60.5 8.3 12.3 Total Mineral Reserves 307 1.8 61.2 8.0 11.6 (9.7) (1) Price assumptions used for resource and reserve estimations are $1,378 per metric ton of zircon, $293 per metric ton of Chloride Ilmenite, $973 per metric ton of Rutile and $911 per metric ton of Leucoxene.
Cooljarloo Summary of Mineral Reserves as of December 31, 2024 40 TABLE OF CONTENTS Mineral Assemblage (% of THM) Mine / Deposit Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Cooljarloo Proven 157 1.7 61.9 7.8 11.0 Probable 4 2.2 59.4 8.3 10.3 Total 161 1.7 61.9 7.8 11.0 Cooljarloo West Proven — — — — — Probable 130 2.0 60.5 8.3 12.3 Total 130 2.0 60.5 8.3 12.3 Total Mineral Reserves 291 1.8 60.2 7.9 11.4 (5.0) (1) Price assumptions used for resource and reserve estimations are $1,378 per metric ton of zircon, $293 per metric ton of Chloride Ilmenite, $973 per metric ton of Rutile and $911 per metric ton of Leucoxene.
Three older mining leases are held at our Jurien property, the site of a former heavy minerals open pit mine operated by another party in the 1970’s. Tronox holds mining and exploration licenses totaling 533,500 hectares (1,318,307 acres) in the South Perth Basin and Murray Basin heavy mineral provinces of Australia.
Three older mining leases are held at our Jurien property, the site of a former heavy minerals open pit mine operated by another party in the 1970’s. Tronox holds mining and exploration licenses totaling 528,800 hectares (1,306,693 acres) in the South Perth Basin and Murray Basin heavy mineral provinces of Australia.
Atlas-Campaspe Summary of Mineral Reserves as of December 31, 2023 Mineral Assemblage (% of THM) Mine / Deposit Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2022 (%) Atlas Proven 9 14.2 60.7 16.7 10.5 Probable — — — — — Campaspe Proven 98 5.3 60.7 10.3 13.2 Probable — — — — — Total Mineral Reserves 107 6.0 60.7 11.5 12.7 (2.2) 44 TABLE OF CONTENTS (1) Price assumptions used for resource and reserve estimations are $1,495 per metric ton of zircon, $246 per metric ton of Chloride Ilmenite, $162 per metric ton of Sulfate Ilmenite, $1,088 per metric ton of Rutile and $314 per metric ton of Leucoxene (East).
Atlas-Campaspe Summary of Mineral Reserves as of December 31, 2024 Mineral Assemblage (% of THM) Mine / Deposit Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Atlas Proven 7 14.4 59.7 17.3 10.7 Probable — — — — — Campaspe Proven 98 5.3 60.7 10.3 13.2 Probable — — — — — Total Mineral Reserves 105 5.8 60.5 11.3 12.8 (2.2) 44 TABLE OF CONTENTS (1) Price assumptions used for resource and reserve estimations are $1,495 per metric ton of zircon, $246 per metric ton of Chloride Ilmenite, $162 per metric ton of Sulfate Ilmenite, $1,088 per metric ton of Rutile and $314 per metric ton of Leucoxene (East).
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.
Two mining leases of 6,133 hectares are located 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.
Summary of Resources and Reserves Namakwa Sands Summary of Mineral Resources as of December 31, 2023 Mineral Assemblage (% of THM) Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2022 (%) Measured 112 7.0 32.6 6.1 7.8 Indicated 84 6.5 28.3 5.6 6.9 Measured + Indicated 196 6.7 30.8 5.9 7.4 Inferred 110 5.5 35.1 8.1 6.6 Total Mineral Resources 306 6.3 32.3 6.7 7.1 2.0 (1) Cutoff grade applied is 0.3% zircon (2) Mineral Resources are exclusive of mineral reserves.
Summary of Resources and Reserves Namakwa Sands Summary of Mineral Resources as of December 31, 2024 Mineral Assemblage (% of THM) Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Measured 122 6.8 33.5 6.3 7.6 Indicated 84 6.5 28.3 5.6 6.9 Measured + Indicated 206 6.6 31.4 6.0 7.3 Inferred 110 5.5 35.1 8.1 6.6 Total Mineral Resources 316 6.3 32.7 6.7 7.0 3.2 (1) Cutoff grade applied is 0.3% zircon (2) Mineral Resources are exclusive of mineral reserves.
Namakwa Sands Summary of Mineral Reserves as of December 31, 2023 Mineral Assemblage (% of THM) Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2022 (%) Proven 121 7.2 37.8 8.8 9.1 Probable 545 5.7 51.6 10.7 10.8 Total Mineral Reserves 666 5.9 48.6 10.3 10.5 (3.0) (1) Price assumptions used for resource and reserve estimations are $1,499 per metric ton of zircon, $194 per metric ton of Ilmenite and $925 per metric ton of Rutile.
Namakwa Sands Summary of Mineral Reserves as of December 31, 2024 Mineral Assemblage (% of THM) Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Proven 96 7.3 37.8 9.0 9.3 Probable 550 5.7 51.5 10.7 10.9 Total Mineral Reserves 646 5.9 49.0 10.4 10.6 (3.1) (1) Price assumptions used for resource and reserve estimations are $1,499 per metric ton of zircon, $194 per metric ton of Ilmenite and $925 per metric ton of Rutile.
Principal environmental authorities are the Western Australian Department of Water and Environmental Regulation and the NSW Environment Protection Authority. At the Northern Operations in Western Australia, Tronox controls mining leases, exploration and other licenses and rights covering a total 50,838 hectares (125,623 acres).
Principal environmental authorities are the Western Australian Department of Water and Environmental Regulation and the NSW Environment Protection Authority. At the Northern Operations in Western Australia, Tronox controls mining leases, exploration and other licenses and rights covering a total 48,255 hectares (119,240 acres).
The Southern Operations in the southwest of Western Australia comprises 29 mining leases, 3 exploration licenses, 3 retention licenses, 2 general purpose leases and 2 miscellaneous licenses totaling 9,100 hectares. Tronox holds 5 mining leases, 16 exploration licenses and 2 retention licenses in our Eastern Operations in the Murray Basin of New South Wales, Victoria and South Australia.
The Southern Operations in the southwest of Western Australia comprises 29 mining leases, 2 exploration licenses, 2 retention licenses, 2 general purpose leases and 2 miscellaneous licenses totaling 8,465 hectares. Tronox holds 6 mining leases, 15 exploration licenses and 2 retention licenses in our Eastern Operations in the Murray Basin of New South Wales and Victoria.
Summary of Resources and Reserves Cooljarloo Summary of Mineral Resources as of December 31, 2023 Mineral Assemblage (% of THM) Mine / Deposit Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2022 (%) Cooljarloo Measured 1 0.9 54.9 7.2 9.3 Indicated 202 1.6 61.6 6.2 10.1 Measured + Indicated 203 1.6 61.6 6.2 10.1 Inferred 12 2.9 58.0 7.3 9.0 Total 215 1.7 61.3 6.3 10.0 Cooljarloo West Measured — — — — — Indicated 80 1.3 60.7 8.5 11.6 Measured + Indicated 80 1.3 60.7 8.5 11.6 Inferred — — — — — Total 80 1.3 60.7 8.5 11.6 Total Mineral Resources 295 1.6 61.2 6.8 10.4 (2.9) (1) Mineral resources are exclusive of mineral reserves.
Summary of Resources and Reserves Cooljarloo Summary of Mineral Resources as of December 31, 2024 Mineral Assemblage (% of THM) Mine / Deposit Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Cooljarloo Measured 4 2.2 59.4 8.3 10.3 Indicated 183 1.7 62.0 6.2 10.2 Measured + Indicated 187 1.7 61.9 6.3 10.2 Inferred — — — — — Total 187 1.7 61.9 6.3 10.2 Cooljarloo West Measured — — — — — Indicated 80 1.3 60.7 8.5 11.6 Measured + Indicated 80 1.3 60.7 8.5 11.6 Inferred — — — — — Total 80 1.3 60.7 8.5 11.6 Total Mineral Resources 267 1.6 61.6 6.8 10.6 (9.5) (1) Mineral resources are exclusive of mineral reserves.
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.
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 2024 2023 2022 Rutile (1) Australia Cooljarloo 11,707 15,453 18,850 Atlas-Campaspe 83,111 61,576 — South Africa Namakwa Sands 26,772 27,929 31,304 KZN Sands 22,686 18,427 16,326 All Other Properties 27,719 29,154 92,644 Total 171,995 152,539 159,124 Ilmenite (2) Australia Cooljarloo 110,745 126,675 143,049 Atlas-Campaspe 262,884 172,079 — South Africa Namakwa Sands 521,186 532,538 567,050 KZN Sands 420,048 318,771 290,407 All Other Properties 100,994 94,649 155,593 Total 1,415,857 1,244,712 1,156,099 Zircon (3) Australia Cooljarloo 19,300 18,995 21,694 Atlas-Campaspe 39,760 25,763 — South Africa Namakwa Sands 83,335 89,803 107,967 KZN Sands 37,943 30,974 31,839 All Other Properties 16,816 14,376 38,233 Total 197,154 179,911 199,733 HMC (4) Australia Cooljarloo 212,761 231,969 265,982 Atlas-Campaspe 430,019 398,607 — South Africa Namakwa Sands 2,322,429 2,350,156 1,576,618 KZN Sands 601,690 509,778 429,521 All Other Properties 198,612 202,249 321,902 Total 3,765,511 3,692,759 2,594,023 ________________ (1) includes natural rutile + leucoxene (2) includes multiple grades of 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.
Mining Tenement Schedule Region Tenement Tenement Type Area (Ha) Grant Date Expiry/ Renewal Date Commitment US$/a Rent U$/a Status of Rights Cooljarloo M70/1398 (Previously MSA 268) Mining Lease 9,744 2-Mar-20 1-Mar-41 701,600 138,900 Active Mining Lease Cooljarloo (West) M70/1314 Mining Lease 3,782 18-Mar-15 17-Mar-36 272,300 53,915 EPA approval pending Cooljarloo (West) M70/1333 Mining Lease 420 4-Apr-16 3-Apr-37 30,310 6,000 EPA approval pending Osprey M70/1413 Mining Lease 1,319 5-Jul-22 4-Jul-23 132,000 31,680 Approvals process commenced Tronox has one active mine site at Cooljarloo that was originally controlled by a State Agreement Act with the State of Western Australia.
Mining Tenement Schedule Region Tenement Tenement Type Area (Ha) Grant Date Expiry/ Renewal Date Commitment US$/a Rent US$/a Status of Rights Cooljarloo M70/1398 (Previously MSA 268) Mining Lease 9,744 2-Mar-20 1-Mar-41 602,728 172,380 Active Mining Lease Cooljarloo (West) M70/1314 Mining Lease 3,782 18-Mar-15 17-Mar-36 233,917 66,900 EPA approval pending Cooljarloo (West) M70/1333 Mining Lease 420 4-Apr-16 3-Apr-37 26,039 7,447 EPA approval pending Osprey M70/1413 Mining Lease 1,319 5-Jul-22 4-Jul-43 81,642 23,350 Approvals process commenced Tronox has one active mine site at Cooljarloo that was originally controlled by a State Agreement Act with the State of Western Australia.
The Eastern Operations in the Murray Basin of Australia includes one operating dredge mine at Ginkgo which is supplemented by a dry open pit mine at Crayfish, a dry open pit mine at Atlas Campaspe and a mineral separation plant at Broken Hill, NSW. The Snapper mine ceased production in April 2022 after 12 years of production.
The Eastern Operations in the Murray Basin of Australia consists of a dry open pit mine at Atlas Campaspe and a mineral separation plant at Broken Hill, NSW. The Snapper mine ceased production in April 2022 after 12 years of production. The Gingko and Crayfish mines ceased production in June 2024 after 20 years of production.
Routine work maintenance programs are solidly entrenched, being directed by physical asset care plans targeting the maximum life and efficiency of plant, property and equipment holistically. Further description of each of our mining projects described above are included in our exhibit filings.
Routine work maintenance programs are solidly entrenched, being directed by physical asset care plans targeting the maximum life and efficiency of plant, property and equipment holistically.
The Development Consent for Atlas and Campaspe was granted in June 2014 and construction of the Atlas Project was completed in early 2023. The Atlas deposit is secured by Mining Lease 1767. The Campaspe deposit is secured by the Atlas/Campaspe Mineral Sands Project Development Consent SSD_5012 from the Government of New South Wales.
The Development Consent for Atlas and Campaspe was granted in June 2014 and construction of the Atlas Project was completed in early 2023. The Atlas deposit is secured by Mining Lease 1767. The Campaspe deposit is secured by Mining Lease 1882 which was granted in September 2024.
Mining at Snapper was completed in April 2022 and Crayfish was completed in July 2023. Ginkgo is still being mined today by Tronox. The Atlas-Campaspe Project replaces production from the completed Snapper and Crayfish deposits and the Ginkgo mining operation when it ceases production in mid-2024. Atlas commenced full production in early 2023.
Mining at Snapper was completed in April 2022, Crayfish was completed in July 2023 and Ginkgo was completed in June 2024. The Atlas-Campaspe Project replaces production from the completed Snapper, Ginkgo and Crayfish deposits. Atlas commenced full production in early 2023.
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.
Construction at Atlas commenced in 2022 and ramped up to full production in the first quarter of 2023.
Access to the license area is via the Balranald Ivanhoe Hwy, the Boree Plains – Gol Gol road and then through the official Atlas Mine Access Road. The Atlas mine consists of a centrally based Wet Concentrator Plant (WCP) and a Dry Mining Unit (DMU) both rated to 500 tph.
The Atlas mine consists of a centrally based Wet Concentrator Plant (WCP) and a Dry Mining Unit (DMU) both rated to 500 tph.
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.
The overall 4.4% decrease in reserves at all operating sites in 2024 as compared to 2023 is primarily attributed to mining depletion. In June 2024, mining ceased at Ginkgo as the project had reached the end of mine life. The remaining Ginkgo material was removed from reserves.
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.
The tenements cover approximately 432,100 hectares (1,668 sq miles). Four mining leases west of Pooncarie, NSW cover approximately 6,795 hectares (16,790 acres) surrounding our rehabilitation sites at Snapper, Ginkgo and Crayfish.
The decrease in resources in 2023 as compared to 2022 is primarily attributable to mining depletion.
The increase in resources in 2024 as compared to 2023 is primarily attributable to updated information.
The Atlas mine is located at coordinates latitude 33°53’S and longitude 143°21’E. The Campaspe mine is located at coordinates latitude 33°49’S and longitude 143°22’E. Regional location of Atlas/Campaspe Project 42 TABLE OF CONTENTS Infrastructure Atlas The Atlas mine site is located in southwestern New South Wales, 120 km northeast of Mildura and 90 km north of Balranald.
Regional location of Atlas/Campaspe Project 42 TABLE OF CONTENTS Infrastructure Atlas The Atlas mine site is located in southwestern New South Wales, 120 km northeast of Mildura and 90 km north of Balranald. Access to the license area is via the Balranald Ivanhoe Hwy, the Boree Plains – Gol Gol road and then through the official Atlas Mine Access Road.
All the land encompassing the intended mining area has been purchased by Tronox so no mining compensation payments to landowners will be required as part of the Atlas-Campaspe Project. The net book value of Atlas-Campaspe, inclusive of mining and beneficiary equipment located in New South Wales as well as relevant mining tenements, as of December 31, 2023 was $322 million.
The minerals in New South Wales belong to the Crown (the State of NSW) and Tronox is obligated to pay a 4% revenue-based royalty on all saleable minerals produced. All the land encompassing the intended mining area has been purchased by Tronox so no mining compensation payments to landowners will be required as part of the Atlas-Campaspe Project.
The decrease in resources at all operating sites in 2023 as compared to 2022 is primarily attributed to mining depletion.
The overall 0.5% decrease in resources at all operating sites in 2024 as compared to 2023 is primarily attributed to the identification of additional resources in South Africa offset by the downgrading of some material from Cooljarloo in the Australian Northern Operations.
Removed
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.
Added
The net book value of Atlas-Campaspe, inclusive of mining and beneficiary equipment located in New South Wales as well as relevant mining tenements, as of December 31, 2024 was $300 million. The Atlas mine is located at coordinates latitude 33°53’S and longitude 143°21’E. The Campaspe mine is located at coordinates latitude 33°49’S and longitude 143°22’E.
Removed
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
In November 2023 a mining lease application (MLA 639) was lodged over the Campaspe deposit, Grant of this tenement is pending. The minerals in New South Wales belong to the Crown (the State of NSW) and Tronox is obligated to pay a 4% revenue-based royalty on all saleable minerals produced.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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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.
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 50 TABLE OF CONTENTS proceedings may result in monetary sanctions above a stated threshold.
Added
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

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Biggest changeStock 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.
Biggest changeDuring the year ended December 31, 2024, we made no repurchases of the Company's stock. Stock Performance Graph The following graph presents the five-year cumulative total stockholder returns for our ordinary shares compared with the Standard & Poor’s (“S&P”) 500, the S&P MidCap 400 Chemicals and the S&P 400 Materials indices.
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.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market for our Ordinary Shares Our ordinary shares trade on the New York Stock Exchange under the symbol “TROX.” Holders of Record As of January 31, 2025, there were approximately 57 holders of record of ordinary shares.
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.
Issuer Purchases of Equity Securities 2024 Total Number of Shares Purchased Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan (1) Maximum Approximate Dollar Value that May Yet be Purchased Under the Plan (1) October 1 - October 31 — $ — — $ 300,000,000 November 1 - November 30 — — — 300,000,000 December 1 - December 31 — — — 300,000,000 Total — $ — — $ 300,000,000 (1) On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027.
Removed
There were no share repurchases made during the year ended December 31, 2023, see "Note 19" of notes to consolidated financial statements for further details.
Added
The graph assumes that the values of our ordinary shares, the S&P 500, the S&P MidCap 400 Chemicals index, and the S&P 400 Materials index were each $100 on December 31, 2019, and that all dividends were reinvested. 52 TABLE OF CONTENTS Item 6. Selected Financial Data Not applicable.
Removed
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

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Biggest change(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.
Biggest change(b) 2024 amount represents the loss in connection with the refinancing of the Term Loan Facility in the U.S. 2022 amount represents the loss in connection with the redemption of the 6.5% Senior Secured Notes and the issuance of a new term loan which closed in April 2022.
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 Adjusted net income attributable to Tronox as net (loss) income attributable to Tronox excluding the impact of nonrecurring items which the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses.
In June 2023, the Company entered into an additional amendment (the "Second Amendment") to further include receivables generated by our wholly-owned European operating subsidiaries, Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as a result of the Second Amendment, and remain at $200 million and November 2025, respectively.
In June 2023, the Company entered into an additional amendment (the "Second Amendment") to further include receivables generated by our wholly-owned European operating subsidiaries, Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as a result of the Second Amendment, and remained at $200 million and November 2025, respectively.
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.
See Note 13 of notes to consolidated financial statements. Cash and Cash Equivalents We consider all investments with original maturities of three months or less to be cash equivalents. As of December 31, 2024, our cash and cash equivalents were invested in money market funds and we also receive earnings credits for some balances left in our bank operating accounts.
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.
Included in the purchase commitments table above are contracts, which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2025. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility.
In November 2022, the Company amended the receivable purchase agreement to expand the program to include receivables generated by its wholly-owned Australian operating subsidiaries, Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. which increased the facility limit to $200 million and to extend the program term to November 2025.
In November 2022, the Company amended the receivable purchase agreement to expand the program to include receivables generated by its wholly-owned Australian operating subsidiaries, Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. which increased the facility limit to $200 million and extended the program term to November 2025.
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.
A discussion of our comprehensive (loss) income for the year ended December 31, 2023 versus December 31, 2022 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Other Comprehensive (Loss) Income”, included in our Annual Report on Form 10-K for the year ended December 31, 2023.
(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.
(e) 2022 amount represents a non-cash pension settlement loss due to the settling of low-dollar valued amounts in our U.S. Qualified Plan. (f) Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.
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.
Years Ended December 31, 2023 and 2022 A discussion of our cash flows for the year ended December 31, 2023 versus 2022 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Cash Flows”, included in our Annual Report on Form 10-K for the year ended December 31, 2023.
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.
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.
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.
Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 A discussion of our results of operations for the year ended December 31, 2023 versus December 31, 2022 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operation”, included in our Annual Report on Form 10-K for the year ended December 31, 2023.
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.
GAAP financial measures: • reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results; 60 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.
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.
Mineral leaseholds are depleted over their useful lives as determined under the units of production method. Intangible assets with finite useful lives are amortized on the straight-line basis over their estimated useful lives. The amortization methods and remaining useful lives are reviewed quarterly.
Because pension benefits represent financial obligations that will ultimately be settled in the future with employees who meet eligibility requirements, uncertainties exist in estimating the timing and amount of future payments, and significant estimates are required to calculate pension expense and liabilities relating to these plans.
Because pension benefits represent financial obligations that will ultimately be settled in the future with employees 65 TABLE OF CONTENTS who meet eligibility requirements, uncertainties exist in estimating the timing and amount of future payments, and significant estimates are required to calculate pension expense and liabilities relating to these plans.
The 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.
The following table reconciles Net (loss) income attributable to Tronox to Adjusted net income attributable to Tronox for the periods presented: Year Ended December 31, 2024 2023 2022 Net (loss) income attributable to Tronox Holdings plc (U.S.
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.
Contribution and unfunded benefit payment estimates are based upon current valuation assumptions. Estimates of pension contributions after 2025 and unfunded benefit payments after 2034 are not included in the table because the timing of their resolution cannot be estimated. Refer to Note 21 in notes to consolidated financial statements for further discussion on our pension and OPEB plans.
The amount of the impairment of long-lived assets is written off against earnings in the period in which the impairment is determined. Pension and Postretirement Benefits 64 TABLE OF CONTENTS We provide pension benefits for qualifying employees in the United States and internationally, with the largest in the United Kingdom.
The amount of the impairment of long-lived assets is written off against earnings in the period in which the impairment is determined. Pension and Postretirement Benefits We provide pension benefits for qualifying employees in the United States and internationally, with the largest in the United Kingdom.
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.
In addition, as of December 31, 2024, our non-guarantor subsidiaries had $748 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 2029 Notes. See Note 13 of notes to consolidated financial statements for additional information.
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.
Income Taxes 64 TABLE OF CONTENTS We have operations in several countries around the world and are subject to income and similar taxes in these countries.
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.
At December 31, 2024, environmental liabilities (both short term and long term) were $48 million. For further discussion, see Environmental Matters included elsewhere in this section entitled, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and Notes 2 and 18 to the consolidated financial statements.
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.
Future provisions for income taxes associated with these jurisdictions will include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets. The effective tax rate was 174% and 741% for the years ended December 31, 2024 and 2023, respectively.
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.
See Note 13 of notes to consolidated financial statements. 62 TABLE OF CONTENTS (d) Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in "Other income (expense), net" in the Consolidated Statements of Operations.
The following table reconciles net (loss) income to EBITDA and Adjusted EBITDA, Adjusted EBITDA as a % of net sales for the periods presented and Net Debt to Trailing Twelve Month Adjusted EBITDA as of December 31, 2023 and December 31, 60 TABLE OF CONTENTS 2022: Year Ended December 31, 2023 2022 2021 Net (loss) income (U.S.
The following table reconciles net (loss) income to EBITDA and Adjusted EBITDA, Adjusted EBITDA as a % of net sales for the periods presented and Net Debt to Trailing Twelve Month Adjusted EBITDA as of December 31, 2024 and December 31, 61 TABLE OF CONTENTS 2023: Year Ended December 31, 2024 2023 2022 Net (loss) income (U.S.
Principal factors that could affect our ability to obtain cash from external sources include (i) debt covenants that limit our total borrowing capacity; (ii) increasing interest rates applicable to our floating rate debt; (iii) increasing demands from third parties for financial assurance or credit enhancement; (iv) credit rating downgrades, which could limit our access to additional debt; (v) a decrease in the market price of our common stock and debt obligations; and (vi) volatility in public debt and equity markets.
See Note 18 of notes to consolidated financial statements. 56 TABLE OF CONTENTS Principal factors that could affect our ability to obtain cash from external sources include (i) debt covenants that limit our total borrowing capacity; (ii) increasing interest rates applicable to our floating rate debt; (iii) increasing demands from third parties for financial assurance or credit enhancement; (iv) credit rating downgrades, which could limit our access to additional debt; (v) a decrease in the market price of our common stock and debt obligations; and (vi) volatility in public debt and equity markets.
GAAP) (1)(2) $ (24) $ 311 362 Diluted net (loss) income per share (U.S.
GAAP) (1)(2) $ (12) $ (24) 311 Diluted net (loss) income per share (U.S.
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.
A 100 basis points reduction in discount rates would increase the PBO by approximately $29 million whereas a 100 basis point increase in discount rates would decrease the PBO by approximately $25 million.
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.
The effective tax rates for the year ended December 31, 2024 and 2023 are influenced by a variety of factors, primarily income and losses in jurisdictions with valuation allowances, non-taxable income and expenses, withholding taxes, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate.
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.
A 100 basis points change in the expected rate of compensation increase, with all other variables held constant, would change our pension expense by approximately $1 million. A 100 basis points reduction or increase in rate of compensation would decrease the PBO by approximately $4 million or increase the PBO by approximately $5 million, respectively.
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.
Other Comprehensive Income (Loss) There was an other comprehensive loss of $74 million for the year ended December 31, 2024 compared to other comprehensive loss of $42 million for the year ended December 31, 2023.
(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.
(4) Pension and other post-retirement benefit ("OPEB") obligations of $219 million include estimates of pension plan contributions and expected future benefit payments for unfunded pension and OPEB plans. Pension plan contributions are forecasted for 2025 only. Expected future unfunded pension and OPEB benefit payments are forecasted only through 2034.
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.
Interest income for the year ended December 31, 2024 decreased $8 million compared to the same period in 2023 primarily due to an overall decrease in our cash investments and lower interest rates on those cash balances period over period.
GAAP) $ 524 $ 875 $ 947 Year Ended December 31, 2023 2022 2021 Net sales $ 2,850 $ 3,454 $ 3,572 Net (loss) income (U.S. GAAP) $ (314) $ 500 $ 303 Net (loss) income (U.S. GAAP) as a % of Net sales (11.0) % 14.5 % 8.5 % Adjusted EBITDA (non-U.S.
GAAP) $ 564 $ 524 $ 875 Year Ended December 31, 2024 2023 2022 Net sales $ 3,074 $ 2,850 $ 3,454 Net (loss) income (U.S. GAAP) $ (54) $ (314) $ 500 Net (loss) income (U.S. GAAP) as a % of Net sales (1.8) % (11.0) % 14.5 % Adjusted EBITDA (non-U.S.
GAAP) $ (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.
GAAP) $ (0.31) $ (2.02) $ 3.16 Venator settlement, per share — — 0.54 Loss on extinguishment of debt, per share 0.02 — 0.13 Sale of royalty interest, per share (0.13) — — Pension settlement loss, per share — — 0.09 Other, per share 0.03 (0.01) (0.02) Withholding tax accrued — — 0.03 Tax valuation allowance, per share 0.31 1.88 (1.92) Income tax expense - deferred tax assets, per share — — (0.04) Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc (non-U.S.
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.
Cash Flows Years Ended December 31, 2024 and 2023 58 TABLE OF CONTENTS The following table presents cash flow for the periods indicated: Year Ended December 31, 2024 2023 (Millions of U.S. dollars) Net cash provided by operating activities $ 300 $ 184 Net cash used in investing activities (343) (255) Net cash (used in) provided by financing activities (71) 176 Effect of exchange rate changes on cash (7) 4 Net increase (decrease) in cash and cash equivalents $ (121) $ 109 Cash Flows provided by Operating Activities — Cash provided by our operating activities is driven by net loss adjusted for non-cash items and changes in working capital items.
The 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.
The table below presents our liquidity, including amounts available under our credit facilities, as of the following dates: December 31, 2024 December 31, 2023 Cash and cash equivalents $ 151 $ 273 Available under the Cash Flow Revolver 305 343 Available under the Standard Credit Facility — 55 Available under the RMB Credit Facility 42 — Available under the Emirates Revolver 63 64 Available under the SABB Facility 12 20 Available under the Bank Itau Facility 5 6 Total $ 578 $ 761 Historically, we have funded our operations and met our commitments through cash generated by operations, issuance of unsecured notes, bank financings and borrowings under lines of credit.
Asset Retirement Obligations To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value.
The following is a summary of certain accounting policies considered critical by management. Asset Retirement Obligations To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value.
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.
The following table summarizes our net cash provided by operating activities for 2024 and 2023: Year Ended December 31, 2024 2023 (Millions of U.S. dollars) Net loss $ (54) $ (314) Net adjustments to reconcile net loss to net cash provided by operating activities 457 672 Income related cash generation 403 358 Net change in assets and liabilities (103) (174) Net cash provided by our operating activities $ 300 $ 184 Net cash provided by operating activities was $300 million in 2024 as compared to $184 million in 2023.
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.
Gross profit of $515 million for the year ended December 31, 2024 was 16.8% of net sales compared to 16.2% of net sales for the same period in 2023.
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.
GAAP) $ (48) $ (316) $ 497 Venator settlement (a) — — 85 Loss on extinguishment of debt (b) 3 — 21 Sale of royalty interest (c) (21) — — Pension settlement loss (d) — — 15 Other (e) 5 (1) (3) Withholding tax accrued (f) — — 4 Tax valuation allowance (g) 49 293 (301) Income tax expense - deferred tax assets (h) — — (7) Adjusted net (loss) income attributable to Tronox Holdings plc (non-U.S.
We continue to maintain full valuation allowances related to the total net deferred tax assets in the United Kingdom. During the year ended December 31, 2023, the Company has applied a full valuation allowance against the deferred tax assets in Australia.
We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia and the United Kingdom. During the year ended December 31, 2024, the Company recorded a full valuation allowances against the deferred tax assets in Brazil and the Netherlands.
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.
GAAP) 515 464 693 Share-based compensation (a) 21 21 26 Venator settlement (b) — — 85 Loss on extinguishment of debt (c) 3 — 21 Foreign currency remeasurement (d) (1) (6) 3 Pension settlement loss (e) — — 20 Accretion expense and other adjustments to asset retirement and environmental obligations (f) 23 22 19 Accounts receivable securitization program (g) 15 12 3 Sale of royalty interest in certain Canadian mineral properties, net of fees (h) (28) — — Other items (i) 16 11 5 Adjusted EBITDA (non-U.S.
GAAP) (see above) as a % of Net sales 18.4 % 25.3 % 26.5 % December 31, 2023 2022 Long-term debt, net $ 2,786 $ 2,464 Short-term debt 11 50 Long-term debt due within one year 27 24 (Less) Cash and cash equivalents (273) (164) Net debt $ 2,551 $ 2,374 Adjusted EBITDA (non-U.S.
GAAP) (see above) as a % of Net sales 18.3 % 18.4 % 25.3 % December 31, 2024 2023 Long-term debt, net $ 2,759 $ 2,786 Short-term debt 65 11 Long-term debt due within one year 35 27 (Less) Cash and cash equivalents (151) (273) Net debt $ 2,708 $ 2,551 Adjusted EBITDA (non-U.S.
The primary driver of the year-over-year decrease in Net (loss) income as a percentage of net sales is the timing of the deferred tax assets' valuation allowance adjustments as well as the lower gross profit due to higher production costs and unfavorable product mix and lower selling prices.
The primary driver of the year-over-year decrease in Net loss as a percentage of net sales is the timing of the deferred tax assets' valuation allowance adjustments as well as the higher gross profit due to higher sales volumes, lower 55 TABLE OF CONTENTS production costs and lower idle facility charges.
TiO 2 revenue decreased 7% in the fourth quarter of 2023 compared to the third quarter of 2023 driven by a 4% decrease in volumes, a 1% unfavorable product mix impact, a 1% decline in average selling prices and a 1% exchange rate headwind.
TiO 2 revenue decreased 13% in the fourth quarter of 2024 compared to the third quarter of 2024 driven by an 11% decrease in volumes, a 1% decline in average selling prices including mix and a 1% exchange rate headwind.
GAAP) (314) 500 303 Interest expense 158 125 157 Interest income (18) (9) (7) Income tax provision 363 (192) 71 Depreciation, depletion and amortization expense 275 269 297 EBITDA (non-U.S.
GAAP) (54) (314) 500 Interest expense 167 158 125 Interest income (10) (18) (9) Income tax provision 127 363 (192) Depreciation, depletion and amortization expense 285 275 269 EBITDA (non-U.S.
As of December 31, 2023, our credit rating with Moody’s remained unchanged from December 31, 2022 at Ba3 stable outlook. As of December 31, 2023, our credit rating with Standard & Poor's remained unchanged from December 31, 2022 at B positive outlook, but the outlook was changed in August 2023 from positive to stable.
As of December 31, 2024, our credit rating with Moody’s remained unchanged from December 31, 2023 at Ba3 stable outlook. In the first quarter of 2025, Moody's changed our outlook to negative. As of December 31, 2024, our credit rating with Standard & Poor's rating and outlook remained unchanged at B positive and stable, respectively.
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.
Stock Repurchases On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the year ended December 31, 2024, we made no repurchases of the Company's stock.
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.
The 2024 Amendment provides the Borrower with a new five-year incremental term loan facility ("the 2024 Term Loan Facility") under its credit agreement in an aggregate initial principal amount of $741 million. The 2024 Term Loan Facility was used to refinance in full the Company's outstanding 2022 Term Loan and 2023 Term Loan.
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.
Repatriation of Cash At December 31, 2024, we held $151 million in cash and cash equivalents in these respective jurisdictions: $17 million in the United States, $38 million in South Africa, $26 million in Australia, $28 million in Brazil, $7 million in Saudi Arabia, $17 million in China, $17 million in Europe and $1 million in India.
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.
Income from operations for the year ended December 31, 2024 of $219 million, increased by $33 million or 18% compared to the same period in 2023 which is primarily attributable to higher sales volumes of TiO 2 and zircon, improved production costs and lower idle facility charges partially offset by higher selling, general and administrative expenses.
Interest expense for the year ended December 31, 2023 increased $33 million compared to the same period in 2022. The increase is primarily due to the increase in the effective interest rates and higher average outstanding debt balances.
Interest expense for the year ended December 31, 2024 increased $9 million compared to the same period in 2023. The increase is primarily due to the increase in the effective interest rates period over period.
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.
At December 31, 2024, AROs were $186 million of which the long-term portion of $172 million is recorded in "Asset retirement obligations" and the short-term portion of $14 million is recorded in "Accrued liabilities" in the Consolidated Balance Sheet.
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.
GAAP) (2) $ (0.08) $ (0.15) $ 1.98 Weighted average shares outstanding, diluted (in thousands) 157,819 156,397 157,110 ________________ 63 TABLE OF CONTENTS (a) Represents the breakage fee including interest associated with the Venator settlement which were recorded in "Venator settlement" in the Consolidated Statements of Operations.
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.
At December 31, 2024 and 2023, our short-term debt and long-term debt, net of unamortized discount and debt issuance costs was $2.9 billion and $2.8 billion, respectively. At December 31, 2024 and 2023, our net debt (the excess of our debt over cash and cash equivalents) was $2.7 billion and $2.6 billion, respectively.
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.
The remaining $6 million in the current year is related to other proceeds from sale of assets. Cash Flows (used in) provided by Financing Activities — Net cash used in financing activities during the year ended December 31, 2024 was $71 million as compared to cash provided by financing activities of $176 million for the year ended December 31, 2023.
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.
Foreign currency negatively impacted TiO 2 revenue by $2 million due primarily to the weakening of the Euro. Zircon revenues increased $65 million primarily due to a 41% increase in sales volumes partially offset by a 16% decrease in average selling prices. Other products revenue remained consistent period over period.
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.
Net sales by type of product for the years ended December 31, 2024 and 2023 were as follows: 54 TABLE OF CONTENTS The table below presents reported revenue by product: Year Ended December 31, (Millions of dollars, except percentages) 2024 2023 Variance Percentage TiO 2 $ 2,407 $ 2,248 $ 159 7 % Zircon 322 257 65 25 % Other products 345 345 — — % Total net sales $ 3,074 $ 2,850 $ 224 8 % For the year ended December 31, 2024, TiO 2 revenue increased $159 million, or 7%, compared to the prior year due to a $290 million increase in sales volumes partially offset by a decrease of $129 million in average selling prices, including mix.
(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.
(h) Represents a charge to tax expense for the impact on deferred tax assets from a change in tax rates in a foreign tax jurisdiction. (1) Only the sale of royalty interest, pension settlement loss amount and certain other items have been tax impacted.
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.
The increase of $116 million period over period is primarily due to a $45 million increase in income related cash generation and a decrease of $71 million use of cash for net assets and liabilities.
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.
Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries. In addition, at December 31, 2024, we held approximately $1 million of restricted cash which is in South Africa related to a profit-sharing arrangement as well as in Australia related to performance bonds.
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.
For the fourth quarter of 2024 as compared to the fourth quarter of 2023, TiO 2 revenue increased 3%, driven by a 4% increase in volumes partially offset by a 1% decrease in average selling prices including mix. Zircon sales volumes increased 43% partially offset by an 11% decrease in average selling prices including mix.
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.
If negative events occur in the future, we may need to reduce our capital spend, cut back on operating costs, and other items within our control to maintain appropriate liquidity. Working capital (calculated as current assets less current liabilities) was $1.3 billion at December 31, 2024, compared to $1.4 billion at December 31, 2023.
The current year is primarily comprised of proceeds from long-term debt of $347 million from our 2023 Term Loan Facility partially offset by repayments of long-term and short-term debt of $165 million. Additionally, during the current year, $89 million of cash used to pay dividends during the year ended December 31, 2023.
The prior year was comprised of $347 million of proceeds from long-term debt partially offset by repayments of long-term and short-term debt of $165 million as well as $89 million of cash used to pay dividends.
GAAP) (see above) $ 524 $ 875 Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above) 4.9x 2.7x ________________ (a) Represents non-cash share-based compensation. See Note 20 of notes to consolidated financial statements.
GAAP) (see above) $ 564 $ 524 Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above) 4.8x 4.9x ________________ (a) Represents non-cash share-based compensation. See Note 20 of notes to consolidated financial statements. (b) Represents the breakage fee including interest associated with the Venator settlement which were recorded in "Venator settlement" in the Consolidated Statements of Operations.
Certain of our accounting policies are considered critical, as they are both important to reflect our financial position and results of operations and require significant or complex judgment on the part of management. The following is a summary of certain accounting policies considered critical by management.
The estimates and assumptions are based on management’s experience and understanding of current facts and circumstances. These estimates may differ from actual results. Certain of our accounting policies are considered critical, as they are both important to reflect our financial position and results of operations and require significant or complex judgment on the part of management.
This increase in comprehensive loss was primarily driven by net losses on derivative instruments of $13 million in the year ended December 31, 2023 as compared to net gains on derivative instruments of $30 million in the prior year as well as pension and postretirement losses of $14 million for the year ended December 31, 2023 as compared to pension and postretirement gains of $22 million in the prior year.
Additionally, we recognized net gains on derivative instruments of $2 million in the year ended December 31, 2024 as compared to net losses on derivative instruments of $13 million in the prior year as well as pension and postretirement gains of $8 million for the year ended December 31, 2024 as compared to pension and postretirement losses of $14 million in the prior year.
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.
Consolidated Results of Operations Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 Year Ended December 31, 2024 2023 Variance (Millions of U.S.
Adjusted EBITDA as a percentage of net sales was 18.4% for the year ended December 31, 2023, a decrease of 6.9 points from 25.3% in the prior year.
Adjusted EBITDA as a percentage of net sales was relatively consistent period over period at 18.3% for the year ended December 31, 2024 as compared to 18.4% in the prior year.
(h) Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure. (i) Includes noncash pension and postretirement costs, asset write-offs and other items included in “Selling general and administrative expenses”, “Cost of goods sold” and "Other income (expense), net in the Consolidated Statements of Operations.
(g) Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure. (h) Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other (expense) income, net" in the Consolidated Statements of Operations.
Refer to Note 5 of notes to consolidated financial statements for further information. Net (loss) income as a percentage of net sales was (11.0)% for the year ended December 31, 2023 as compared to 14.5% for the year ended December 31, 2022.
Net loss as a percentage of net sales was (1.8)% for the year ended December 31, 2024 as compared to (11.0)% for the year ended December 31, 2023.
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.
This increase in comprehensive loss was primarily driven by the unfavorable foreign currency translation adjustments of $80 million for the year ended December 31, 2024 as compared to unfavorable foreign currency translation adjustments of $15 million in the prior year.
Additionally, the effective tax rates for each year is significantly influenced by the release of the valuation allowance against deferred tax assets in Australia during the year ended December 31, 2022 and the subsequent reapplication of the valuation allowance against deferred tax assets in Australia during the year ended December 31, 2023.
Additionally, the effective tax rates for each year is significantly influenced by the application of valuation allowances against deferred tax assets in Brazil and the Netherlands during the year ended December 31, 2024 and Australia during the year ended December 31, 2023. Refer to Note 5 of notes to consolidated financial statements for further information.
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.
Cash Flows used in Investing Activities — Net cash used in investing activities for the year ended December 31, 2024 was $343 million as compared to $255 million for the year ended December 31, 2023.
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).
As of and for the year ended December 31, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 18% of our total consolidated liabilities, approximately 39% of our total consolidated assets, approximately 44% of our total consolidated net sales and approximately 52% of our Consolidated EBITDA (as such term is defined in the 2029 Indenture).
Dollars) 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.
Dollars) Net sales $ 3,074 $ 2,850 $ 224 Cost of goods sold 2,559 2,388 171 Gross profit $ 515 $ 462 $ 53 Gross Margin 16.8 % 16.2 % 0.6 pts Selling, general and administrative expenses 296 276 20 Income from operations 219 186 33 Interest expense (167) (158) (9) Interest income 10 18 (8) Loss on extinguishment of debt (3) — (3) Other income, net 14 3 11 Income before income taxes 73 49 24 Income tax provision (127) (363) 236 Net loss $ (54) $ (314) $ 260 Effective tax rate 174 % 741 % (567) pts EBITDA (1) $ 515 $ 464 $ 51 Adjusted EBITDA (1) $ 564 $ 524 $ 40 Net loss as % of Net Sales (1.8) % (11.0) % 9.2 pts Adjusted EBITDA as % of Net Sales (1) 18.3 % 18.4 % 0.1 pts _____________________ (1) EBITDA, Adjusted EBITDA and Adjusted EBITDA as a % of Net Sales are Non-U.S.
Although we would not be subject to income tax on these earnings, we have asserted that amounts in specific jurisdictions are indefinitely reinvested outside of the parent's taxing jurisdictions. These amounts could be subject to withholding tax if distributed, but the Company has made no provision for tax related to these undistributed earnings.
At December 31, 2024, Tronox Holdings plc had foreign subsidiaries with undistributed earnings. Although we would not be subject to income tax on these earnings, we have asserted that amounts in specific jurisdictions are indefinitely reinvested outside of the parent's taxing jurisdictions.
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.
The increase in gross margin is primarily due to: • the favorable impact of 4 points due to improved absorption from higher production volumes, and • the favorable impact of 1 point due to improved production costs and lower idle facility charges, partially offset by • the unfavorable impact of 5 points primarily due to a decrease in TiO 2 and Zircon selling prices, including mix.
Gross profit decreased for the fourth quarter of 2023 as compared to the fourth quarter 53 TABLE OF CONTENTS of 2022 due to the unfavorable impact of average selling prices of TiO 2 , zircon and pig iron and unfavorable overhead absorption. These unfavorable impacts were partially offset by lower commodity costs and favorable exchange rates.
Gross profit increased for the fourth quarter of 2024 as compared to the fourth quarter of 2023 due to lower production costs and higher TiO 2 and zircon sales volumes. These favorable impacts were partially offset by lower sales volumes of other products, unfavorable impacts of average selling prices and mix and unfavorable impacts of foreign currency.
(d) 2022 amount represents a non-cash pension settlement loss due to the settling of low-dollar valued amounts in our U.S. Qualified Plan. (e) Represents other activity not representative of the ongoing operations of the Company. (f) Represents potential withholding tax due to the Chinese government for historic distributable income generated.
(e) Represents other activity not representative of the ongoing operations of the Company. (f) Represents potential withholding tax due to the Chinese government for historic distributable income generated.
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.
The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

14 edited+14 added−3 removed20 unchanged
Biggest changeAs 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.
Biggest changeAs of December 31, 2024, we had 516 million Australian dollars (or approximately $319 million at the December 31, 2024 exchange rate) and 26 million Australian dollars (or approximately $16 million at the December 31, 2024 exchange rate) outstanding amounts to reduce the exposure of our Australian subsidiaries’ cost of sales and SG&A expenses, respectively, to fluctuations in currency rates, and we had no outstanding amounts to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates.
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.
As a result of this 67 TABLE OF CONTENTS 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.
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 2024, 2023 and 2022 our ten largest third-party customers represented 37%, 39%, and 30%, respectively, of our consolidated net sales. During 2024, 2023, and 2022, no single customer accounted for 10% of our consolidated net sales. Interest Rate Risk Interest rate risk arises from the possibility that changes in interest rates will impact our financial results.
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.
Using a sensitivity analysis as of December 31, 2024, a hypothetical 1% increase in interest rates would result in a net decrease to pre-tax income of approximately $8 million on an annualized basis.
This is due to the fact that earnings on our interest earning financial assets of $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.
This is due to the fact that earnings on our interest earning financial assets of $31 million at December 31, 2024 would increase by the full 1%, offsetting the impact of a 1% increase in interest expense on our floating rate debt of $824 million.
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.
For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other income (expense), net” within the Consolidated Statements of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary.
From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling, and Saudi Riyal to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. For accounting purposes, these foreign currency contracts are not considered hedges.
From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling and Saudi Riyal to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the exposure.
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.
We are exposed to interest rate risk on our floating rate debt, the Term Loan Facility, 2022 Term Loan Facility, the 2023 Term Loan Facility, the 2024 Term Loan Facility, the 2024-B Term Loan Facility, RMB Term Loan Facility, the new Cash Flow Revolver, RMB Revolving Credit Facility, Emirates Revolver and SABB Credit Facility balances.
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.
As of December 31, 2024, the Company maintains a total of $950 million of interest rate swaps (with $450 million maturing in March 2028 and $500 million maturing in September 2031) with the objective in using the interest-rate swap agreements to add stability to interest expense and to manage the Company's exposure to interest rate movements.
Our TiO 2 prices may do so in the near term as ore prices and pigment prices are expected to fluctuate over the next few years. We try to protect against such instability through various business strategies.
Accordingly, product margins and the level of our profitability tend to vary with changes in the business cycle. Our TiO 2 prices may do so in the near term as ore prices and pigment prices are expected to fluctuate over the next few years. We try to protect against such instability through various business strategies.
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.
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.
Since we are exposed to movements in the South African rand, the Australian Dollar, the Euro and the Pound Sterling versus the U.S. dollar, we may enter into forward contracts to buy and sell foreign currencies as “economic hedges” for these foreign currency transactions.
Since we are exposed to movements in the South African rand, the Australian Dollar, the Euro and the Pound Sterling versus the U.S. dollar, we may enter into forward contracts to buy and sell foreign currencies as “economic hedges” for these foreign currency transactions. 68 TABLE OF CONTENTS We periodically enter into foreign currency contracts used to hedge non-functional currency sales for our South African subsidiaries and forecasted non-functional currency cost of goods sold and forecasted non-functional currency selling, general and administrative expenses for our Australian subsidiaries.
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.
We do not invest in derivative instruments for speculative purposes, but historically have entered into, and may enter into, derivative instruments for hedging purposes in order to reduce the exposure to fluctuations in interest rates, natural gas prices and exchange rates. 66 TABLE OF CONTENTS Market Risk A substantial portion of our products and raw materials are commodities that reprice as market supply and demand fundamentals change.
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
At December 31, 2024, there was (i) 1.4 billion South African Rand (or approximately $73 million at the December 31, 2024 exchange rate), (ii) 113 million Australian dollars (or approximately $70 million at the December 31, 2024 exchange rate), (iii) 34 million Pound Sterling (or approximately $42 million at the December 31, 2024 exchange rate, (iv) 91 million Euro (or approximately $94 million at the December 31, 2024 exchange rate) and (v) 71 million Saudi Riyal (or approximately $19 million at the December 31, 2024 exchange rate) of notional amount of outstanding foreign currency contracts. 69 TABLE OF CONTENTS
Removed
Market Risk A substantial portion of our products and raw materials are commodities that reprice as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to vary with changes in the business cycle.
Added
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.
Removed
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.
Added
As a result of the 2024 Amendment (discussed in Note 13), the Company noted that the hedged transaction associated with the interest rate swap with a notional value of $200 million (which converted the variable rate to a fixed rate for a portion of the 2022 Term Loan Facility) had changed as the hedged transaction would now convert the variable rate to a fixed rate for a portion of the 2024 Term Loan Facility.
Removed
We periodically enter into foreign currency contracts used to hedge non-functional currency sales for our South African subsidiaries and forecasted non-functional currency cost of goods sold for our Australian subsidiaries. These foreign currency contracts are designated as cash flow hedges.
Added
There were no amendments to the terms of the $200 million interest rate swap, including the notional value, index rate, or expiration date as a result of the 2024 Amendment.
Added
However, given the change in the hedged transaction, we completed a hedge effectiveness test and determined that this hedge instrument continues to be highly effective at achieving offsetting cash flows related to the hedged transaction, enabling us to continue to apply hedge accounting over the remaining term of this hedge relationship.
Added
In line with the original maturity date, one of the interest rate swap agreements (notional value of $250 million) expired in September 2024. As a result of this, on September 26, 2024, the Company entered into two new interest-rate swap agreements for a notional of $125 million each with two counterparty banks, for an aggregate notional of $250 million.
Added
These new agreements are effective as of September 30, 2024 and will mature on September 30, 2031, in line with the maturity date of the 2024-B Term Loan Facility following Amendment No.6 (discussed in Note 13).
Added
The Company has designated these two new hedges as cash flow hedges with the objective of ensuring that the Company continues to achieve the offsetting effect to the interest rate volatility associated with the $250 million portion of the 2024-B Term Loan Facility.
Added
Additionally, on September 26, 2024, the counterparty bank associated with one of the existing interest rate swap contracts (notional value of $250 million) novated its rights and obligations in the interest rate swap contracts to a new counterparty. No other terms and conditions of the interest rate swap contract were impacted by this transaction.
Added
We also determined that it is probable the new counterparty will perform its obligations under the interest rate swap agreements.
Added
However, following the novation, the Company terminated the existing interest rate swap agreement and simultaneously entered into a new interest rate swap agreement with the new counterparty bank with an effective date of September 30, 2024 and expiring on September 30, 2031 (in line with the maturity date of the 2024-B Term Loan Facility).
Added
At the time of this change, the Company determined that the interest payments hedged are still probable to occur, therefore, the gains accumulated of $3 million on the previous interest rate swap are being amortized into interest expense through March 11, 2028, the original maturity of the previous term loan agreement.
Added
As a result of this transaction, we completed a hedge effectiveness test and determined that this hedge instrument is highly effective at achieving offsetting cash flows related to the hedged transaction, enabling us to apply hedge accounting over the term of the new hedge relationship.
Added
Fair value gains or losses on these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings.
Added
These foreign currency contracts are designated as cash flow hedges.

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