Tronox Limited
Tronox Ltd (Form: 10-K, Received: 02/26/2015 06:23:24)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year ended December 31, 2014

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                

1-35573
(Commission file number)

TRONOX LIMITED
(ACN 153 348 111)
(Exact Name of Registrant as Specified in its Charter)

Western Australia, Australia
(State or Other Jurisdiction of
Incorporation or Organization)
98-1026700
(I.R.S. Employer
Identification Number)
263 Tresser Boulevard, Suite 1100
Stamford, Connecticut 06901
1 Brodie Hall Drive
Technology Park
Bentley, Australia 6102

Registrant’s telephone number, including area code: (203) 705-3800

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class
Name of each exchange on which registered
Class A Ordinary Shares, par value $0.01 per share New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No o

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer Accelerated filer o
Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ☒

The aggregate market value of the ordinary shares held by non-affiliates of the Registrant as of June 30, 2014 was approximately $3,072,038,884.

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No o

As of January 30, 2015, the Registrant had 64,130,178 shares of Class A ordinary shares and 51,154,280 shares of Class B ordinary shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s proxy statement for its 2015 annual general meeting of shareholders are incorporated by reference in this Form 10-K in response to Part III Items 10, 11, 12, 13 and 14.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements under the captions “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and in other sections of this Form 10-K that are forward-looking statements. Forward-looking statements also can be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties outlined in “Risk Factors.”

These risks and uncertainties are not exhaustive. Other sections of this Form 10-K may include additional factors, which could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Form 10-K to conform our prior statements to actual results or revised expectations and we do not intend to do so.

We are committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations. To that end, we use our website to convey information about our businesses, including the anticipated release of quarterly financial results, quarterly financial and statistical and business-related information. Investors can link to the Tronox Limited website through http://www.tronox.com . Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Form 10-K.

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PART I

For the purposes of this discussion, references to “we,” “us,” and, “our” refer to Tronox Limited, together with its consolidated subsidiaries (collectively referred to as “Tronox”), when discussing the business following the completion of the Transaction, and to Tronox Incorporated, together with its consolidated subsidiaries (collectively referred to as “Tronox Incorporated”), when discussing the business prior to the completion of the Transaction.

Item 1. Business

Tronox Limited, a public limited company registered under the laws of the State of Western Australia and its subsidiaries is a global leader in the production and marketing of titanium bearing feedstocks and titanium dioxide pigment (“TiO 2 ”). Our world-class, high performance TiO 2 products are critical components of everyday applications such as paint and other coatings, plastics, paper and other applications. Our mineral sands business consists primarily of three product streams — titanium feedstock, zircon and pig iron. Titanium feedstock is primarily used to manufacture TiO 2 . Zircon, a hard, glossy mineral, is used for the manufacture of ceramics, refractories, TV screen glass and a range of other industrial and chemical products. Pig iron is a metal material used in the steel and metal casting industries to create wrought iron, cast iron and steel.

On September 25, 2011, Tronox Incorporated entered into a definitive agreement (as amended) with Exxaro Resources Limited (“Exxaro”) and certain of its affiliated companies, to acquire 74% of Exxaro’s South African mineral sands operations, including its Namakwa and KwaZulu-Natal (“KZN”) Sands mines, separation and slag furnaces, along with its 50% share of the Tiwest Joint Venture in Western Australia (together the “mineral sands business”) (the “Transaction”). On June 15, 2012, the date of the Transaction, Tronox Limited issued Class B ordinary shares (“Class B Shares”) to Exxaro and one of its subsidiaries in consideration for the mineral sands business, and the existing business of Tronox Incorporated was combined with the mineral sands business in an integrated series of transactions whereby Tronox Limited became the parent company.

Under the terms of the Shareholder’s Deed entered into upon completion of the Transaction, Exxaro agreed that for a three-year period after the completion of the Transaction (the “Standstill Period”), it would not engage in any transaction or other action that would result in its beneficial ownership of the voting shares of Tronox Limited exceeding 45% of the total issued shares of Tronox Limited. At December 31, 2014, Exxaro held approximately 44% of the voting securities of Tronox Limited. In addition, except under certain circumstances, Exxaro agreed not to sell, pledge or otherwise transfer any such voting shares during the Standstill Period. After the Standstill Period, Exxaro has agreed not to acquire any voting shares of Tronox Limited if, following such acquisition, Exxaro will have a voting interest in Tronox Limited of 50% or more unless Exxaro brings any proposal to make such an acquisition to the Board of Directors of Tronox Limited on a confidential basis. In the event an agreement regarding the proposal is not reached, Exxaro is permitted to make a takeover offer for all the shares of Tronox Limited not held by affiliates of Exxaro, subject to certain non-waivable conditions. In connection with the Transaction, Exxaro retained a 26% ownership interest in our South African operations that are part of the mineral sands business in order to comply with the Black Economic Empowerment (“BEE”) legislation of South Africa.

Principal Business Lines

We have two reportable operating segments, Mineral Sands and Pigment. Corporate and Other consists of our electrolytic manufacturing and marketing operations, as well as our corporate activities.

Mineral Sands

Our Mineral Sands segment includes the exploration, mining and beneficiation of mineral sands deposits, and is comprised of the following:

Our KZN Sands operations consist of the Fairbreeze mine (which has not yet entered into commercial production), a concentration plant, a mineral separation plant, and a smelter complex with two furnaces;
Our Namakwa Sands operations include the Namakwa Sands mine, a primary concentration plant, a secondary concentration plant, a mineral separation plant, and a smelter complex with two furnaces; and,

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Our Western Australia operations, which consist of the Cooljarloo Sands mine and concentration plant and the Chandala processing plant, which includes a mineral separation plant, and a synthetic rutile plant.

Our mineral sands operations have a combined annual production capacity of approximately 753,000 metric tons of titanium feedstock, which is comprised of 97,000 metric tons of rutile, 26,000 metric tons of leucoxene, 220,000 metric tons of synthetic rutile, and 410,000 metric tons of titanium slag. Our mining operations also produce 265,000 metric tons of zircon and 221,000 metric tons of pig iron.

To ensure we are in the best position to meet future feedstock needs and take advantage of our vertical integration, we continue to evaluate future mine sites through our mineral sands exploration programs in Australia and South Africa. Our most notable project is the development of the Fairbreeze mine near our KZN Sands operations in South Africa. Depending on construction, the Fairbreeze mine is expected to begin operations at the end of 2015, and be fully operational in 2016. The Fairbreeze mine is estimated to have a life expectancy of approximately 15 years.

Minerals Sands Products

“Mineral sands” refers to concentrations of heavy minerals in an alluvial environment (sandy or sedimentary deposits near a sea, river or other water source).

Titanium Feedstock

Ilmenite, rutile, leucoxene, titanium slag and synthetic rutile are all used primarily as feedstock for the production of TiO 2 . According to the latest data provided by TZ Minerals International Pty Ltd (“TZMI”), more than 90% of the world’s consumption of titanium feedstock is used for the production of TiO 2 .

Titanium feedstock can be segmented based on the level of titanium contained within the feedstock, with substantial overlap between each segment. Different grades of titanium feedstock have similar characteristics. As such, TiO 2 producers generally source and supply a variety of feedstock grades, and often blend them into one feedstock. The lower amount of titanium used in the TiO 2 manufacturing process, the more feedstock required and waste material produced. Naturally occurring high-grade titanium minerals required for the production of TiO 2 are limited in supply. Two processes have been developed commercially: one for the production of titanium slag and the other for the production of synthetic rutile. Both processes use ilmenite as a raw material, and involve the removal of iron oxides and other non-titanium material.

Ilmenite — Ilmenite is the most abundant titanium mineral, with naturally occurring ilmenite having a titanium dioxide content ranging from approximately 35% to 65%, depending on its geological history. The weathering of ilmenite in its natural environment results in oxidation of the iron, which increases titanium content.

Rutile — Rutile is essentially composed of crystalline titanium and, in its pure state, would contain close to 100% titanium dioxide. Naturally occurring rutile, however, usually contains minor impurities and therefore, commercial concentrates of this mineral typically contain approximately 94% to 96% titanium dioxide.

Leucoxene — Leucoxene is a natural alteration of ilmenite with a titanium dioxide content ranging from approximately 65% to more than 90%. The weathering process is responsible for the alteration of ilmenite to leucoxene, which results in the removal of iron, leading to an upgrade in titanium dioxide content.

Titanium Slag — The production of titanium slag involves smelting ilmenite in an electric arc furnace under reducing conditions, normally with anthracite (coal) used as a reducing agent. The slag forms a liquid layer on top of the liquid pig iron. Slag, containing the bulk of the titanium and impurities other than iron, and a high purity pig iron are both produced in this process. The final quality of the slag is highly dependent on the quality of the original ilmenite and the ash composition of the anthracite used in the furnace. Titanium slag has a titanium content of approximately 75% to 90%. Our slag typically contains 85% to 88% titanium dioxide.

Synthetic Rutile — A number of processes have been developed for the beneficiation of ilmenite into products containing between approximately 90% and 95% titanium. These products are known as synthetic rutile or upgraded ilmenite. The processes employed vary in terms of the extent to which the ilmenite grain is reduced,

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and the precise nature of the reducing reaction and the conditions used in the subsequent removal of iron. All of the existing commercial processes are based on the reduction of ilmenite in a rotary kiln, followed by leaching under various conditions to remove the iron from the reduced ilmenite grains. Our synthetic rutile has a titanium dioxide content of approximately 90% to 93%.

Co-products

Zircon — Zircon is frequently, but not always, found in the mineral sands deposits containing ilmenite. It is extracted, alongside ilmenite and rutile, as part of the initial mineral sands beneficiation process. Zircon is a mineral which is primarily used as an additive in ceramic glazes to add hardness, which makes the ceramic glaze more water, chemical and abrasion resistant. It is also used for the production of zirconium and zirconium chemicals, in refractories, as molding sand in foundries, and for TV screen glass, where it is noted for its structural stability at high temperatures and resistance to abrasive and corrosive conditions. Zircon typically represents a relatively low proportion of the in-situ heavy mineral sands deposits, but has a relatively higher value compared to other heavy mineral products. Refractories containing zircon are expensive and are only used in demanding, high-wear and corrosive applications in the glass, steel and cement industries. Foundry applications use zircon when casting articles of high quality and value where accurate sizing is crucial, such as aerospace, automotive, medical, and other high-end applications.

High Purity Pig Iron — The process by which ilmenite is converted into titanium slag results in the production of high purity pig iron containing low levels of manganese. When pig iron is produced in this manner, the molten iron is tapped from the ilmenite furnace during the smelting process, alloyed by adding carbon and silicon and treated to reduce the sulfur content, and is then cast into ingots, or “pigs.” The pig iron produced as a co-product of our titanium slag production is known as high purity pig iron.

Mining

The mining of mineral sands deposits is conducted either “wet,” by dredging or hydraulic water jets, or “dry,” using earth-moving equipment to excavate and transport the sands. Dredging, as used at the Cooljarloo mine, is generally the favored method of mining mineral sands, provided that the ground conditions are suitable and water is readily available. In situations involving hard ground, discontinuous ore bodies, small tonnage, high slimes contents or very high grades, dry mining techniques are generally preferred.

Dredge Mining — Dredge mining, or wet mining, is best suited to ore reserves located below the water table. A floating dredge removes the ore from the bottom of an artificial pond through a large suction pipe. The bulk sand material is fed as slurry through a primary, or “wet,” concentrator that is typically towed behind the dredge unit. The dredge slowly advances across the pond and deposits clean sand tailings behind the pond for subsequent revegetation and rehabilitation. Because of the capital cost involved in the manufacturing and location, dredge mining is most suitable for large, long-life deposits. The dredging operations at Cooljarloo use two large floating dredges in a purpose-built pond. The slurry is pumped to a floating concentrator, which recovers heavy minerals from the sand and clay.

Hydraulic Mining — We employ a unique hydraulic mining method at KZN Sands for mineral sands due to the topography of the ore body and the ore characteristics. A jet of high-pressure water is aimed at the mining face, thereby cutting into and loosening the sand so that it collapses on the floor. The water acts as a carrier medium for the sand, due to the high fines content contained in the ore body. The slurry generated by the hydraulic monitors flows to a collection sump where oversize material is removed and the slurry is then pumped to the primary concentration plant.

Dry Mining — Dry mining is suitable where mineral deposits are shallow, contain hard bands of rock, or are in a series of unconnected ore bodies. Dry mining is performed at Namakwa Sands, which is located in an arid region on the west coast of South Africa. The ore is mined with front end loaders in a load and carry operation, dumping the mineral bearing sands onto a conveyor belt system that follows behind the mining face. The harder layers are mined using hydraulic excavators in a backhoe configuration or by bulldozer. Namakwa Sands does not use blasting in its operations. The mined material is transported by trucks to the mineral sizers where primary reduction takes place.

Processing

Both wet and dry mining techniques utilize wet concentrator plants to produce a high grade of heavy mineral concentrate (typically approximately 90% to 98% heavy mineral content). Screened ore is first deslimed,

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a process by which slimes (mineral particles that are too fine to be economically extracted and other materials that remain after the valuable fraction of an ore has been separated from the uneconomic fraction) are separated from larger particles of minerals, and then washed through a series of spiral separators that use gravity to separate the heavy mineral sands from lighter materials, such as quartz. Residue from the concentration process is pumped back into either the open pits or slimes dams for rehabilitation and water recovery. Water used in the process is recycled into a clean water dam with any additional water requirements made up from pit dewatering or rainfall.

Mineral Separation

The non-magnetic (zircon and rutile) and magnetic (ilmenite) concentrates are passed through a dry mill to separate out the minerals. Electrostatic and dry magnetic methods are used to further separate the ilmenite, rutile and zircon. Electrostatic separation relies on the difference in surface conductivity of the materials to be separated. Conductive minerals (such as ilmenite, rutile and leucoxene) behave differently from non-conductive minerals (such as zircon) when subjected to electrical forces. Magnetic separation techniques are dependent on the iron content of a mineral. Magnetic minerals (such as ilmenite) will separate from non-magnetic minerals (such as rutile and leucoxene) when subjected to a magnetic field. A combination of gravity and magnetic separation is used to separate zircon from the non-magnetic portion of the heavy mineral concentrate. The heavy mineral concentrate at KZN Sands and Namakwa Sands is passed through wet high-intensity magnetic separation to produce a non-magnetic fraction and a magnetic fraction.

Smelting — Ilmenite at KZN Sands and Namakwa Sands is processed further through direct current arc furnaces to produce titanium slag with a titanium content of approximately 86% to 89%. The smelting process comprises the reduction of ilmenite to produce titanium slag and pig iron. Ilmenite and as-received anthracite (dried to remove water before smelting) are fed in a tightly controlled ratio through a hollow electrode into an operating furnace where the endothermic reduction of ilmenite occurs. The resultant titanium slag has a lower density than the iron, and separation of the two liquid products occurs inside the furnace. The slag and iron are tapped periodically from separate sets of tapholes located around the circumference of the furnace. Slag is tapped into steel pots and cooled for several hours in the pots before the slag blocks are tipped out. The blocks are subsequently transported to the blockyard where they are cooled under water sprays for a number of days. They are then crushed, milled, and separated according to size fractions, as required by the customers. The tapped pig iron is re-carburized and de-sulfurized, and cast into pigs.

Synthetic Rutile Production — Higher grade ilmenite may also be upgraded into synthetic rutile. Synthetic rutile, or upgraded ilmenite, is a chemically modified form of ilmenite that has the majority of the ferrous, non-titanium components removed, and is also suitable for use in the production of titanium metal or TiO 2 using the chloride process. Ilmenite is converted to synthetic rutile in a two-stage pyrometallurgical and chemical process. The first stage involves heating ilmenite in a large rotary kiln. Coal is used as a heat source and, when burned in a limited air environment, it produces carbon monoxide, which promotes a reducing environment that converts the iron oxide contained in the ilmenite to metallic iron. The intermediate product, called reduced ilmenite, is a highly magnetic sand grain due to the presence of the metallic iron. The second stage involves the conversion of reduced ilmenite to synthetic rutile by removing the metallic iron from the reduced ilmenite grain. This conversion is achieved through aeration (oxidation), accelerated through the use of ammonium chloride as a catalyst, and acid leaching of the iron to dissolve it out of the reduced ilmenite. Activated carbon is also produced as a co-product of the synthetic rutile production process.

Raw Materials

Our smelters at KZN Sands and Namakwa Sands use anthracite as a reducing agent, which although available from a variety of suppliers, is metallurgically specific in certain conditions. Namakwa Sands imports high-quality anthracite for its smelter from Vietnam. Vietnam has a large anthracite resource; however, the Vietnamese government regulates both the price and sales volumes of anthracite. Both of the KZN Sands furnaces use anthracite from two local suppliers. Low ash and sulfur content are the main quality considerations. Anthracite suppliers with similar cost and availability to the Vietnamese supplier are available in Russia and Ukraine, as well as locally to our South African operations. Alternatively, char may be used as a substitute reducing agent for anthracite.

Our KZN Sands operations currently use Sasol gas, which is available only from Sasol Limited (“Sasol”). However, Sasol gas could be replaced with furnace off-gas produced by KZN Sands, if necessary. KZN Sands is

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currently in the process of increasing its use of furnace off-gas. Construction of a 13.6 megawatt co-generation plant at Namakwa Sands has been completed. The plant, which consumes all furnace off-gas, produces electricity that is offset against current consumption sourced from Eskom, the state-owned electricity supplier.

Our synthetic rutile operation at Chandala uses coal as a reducing agent, which is available locally from two suppliers, both of which have extensive coal resources. The synthetic rutile process relies on the quality of coal from southwest Western Australia for the efficient production of quality synthetic rutile and activated carbon from the synthetic rutile kiln. Other types of coal could be used if both of the current coal suppliers were unavailable, but some temporary adverse impact on the production and cost of synthetic rutile at Chandala would be likely.

Sales and Marketing

We currently produce more chloride and sulfate slag than we consume at our TiO 2 production facilities. As such, this slag is available for sale to third parties. The geographic market for titanium feedstock is global in scope, and TiO 2 producers regularly source and transport titanium feedstock from suppliers located around the world. During 2014, 77% of feedstock revenue was derived from intercompany sales, with the remaining attributable to third-party sales.

Although we use agents and distributors for some sales in the Asia-Pacific region, direct relationship marketing is the primary technique that we employ for the marketing of titanium feedstocks. Multi-year contracts are negotiated with periodic pricing for the pigment industry, while the contract period for other industries tends to be less than one year (either per shipment, quarterly, half year or one year). Pricing for titanium feedstocks is usually adjusted either on a quarterly or half-year basis. A portion of the zircon produced at Namakwa Sands is supplied pursuant to long-term multi-year contracts with some of our larger European customers. The tonnage is subject to agreement on pricing, which we negotiate at quarterly intervals or on a shipment-by-shipment basis. For customers of KZN Sands, and for smaller customers of Namakwa Sands, we contract zircon tonnage and pricing on a quarterly basis. We seek to avoid the use of agents and traders for the sale of zircon, favoring long-term relationships directly with end users.

Seasonality

Because TiO 2 is widely used in paint and other coatings, titanium feedstocks are in higher demand prior to the painting season in the Northern Hemisphere (spring and summer), and pig iron is in lower demand during the European summer holidays, when many steel plants and foundries undergo maintenance. Zircon generally is a non-seasonal product; however, it is negatively impacted by the winter and Chinese New Year celebrations due to reduced zircon demand from China.

Competitive Conditions

According to TZMI data, globally, there are a small number of large mining companies or groups that are involved in the production of titanium feedstock, and these are dominated by close relationships between miners and consumers (predominately pigment producers). Additionally, according to TZMI data, we are the second largest titanium feedstock producer with approximately 10% of global titanium feedstock production. Rio Tinto, through its ownership of Canadian-based Fer et Titane, its share in Richards Bay Minerals (“RBM”) in South Africa, and ownership of QMM Madagascar, is the largest producer of titanium feedstock in the world. Australian-based Iluka Resources Limited is the third largest manufacturer, with operations in Australia and the United States. A number of other manufacturers, such as Cristal Global (Saudi Arabia), E. I. du Pont de Nemours and Company (United States), Kenmare Resources plc (Ireland), Kronos Worldwide Inc. (Europe), Pangang Titanium Industry Co Ltd (China), VV Mineral (India), Kerala Mines and Metals Limited (India), and Ostchem Holding AG (Eastern Europe) also supply titanium feedstock to the global market.

Pigment

Our Pigment segment primarily produces and markets TiO 2 , and has production facilities at the following locations: Hamilton, Mississippi; Botlek, The Netherlands; and Kwinana, Western Australia, representing an aggregate of 465,000 metric tons of annual TiO 2 production capacity.

TiO 2 is a critical component of everyday consumer applications due to its brightness and superior ability to cover or mask other materials effectively and efficiently relative to alternative white pigments and extenders.

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TiO 2 is considered to be a quality of life product, and some research indicates that consumption generally increases as disposable income increases. At present, it is our belief that there is no effective mineral substitute for TiO 2 because no other white pigment has the physical properties for achieving comparable opacity and brightness, or can be incorporated as cost effectively.

TiO 2 is used in a wide range of products due to its ability to impart whiteness, brightness and opacity, and is designed, marketed and sold based on specific end-use applications. TiO 2 is used extensively in the manufacture of paint and other coatings, plastics and paper and in a wide range of other applications, including inks, fibers, rubber, food, cosmetics and pharmaceuticals. According to TZMI data, the paint and coatings sector is the largest consumer of pigment with 56% of total pigment consumption in 2014, while the plastics sector accounted for 24% and the remaining 20% was divided between paper, inks, fibers, and other.

TiO 2 Manufacturing Process

TiO 2 is produced using a combination of processes involving the manufacture of base pigment particles followed by surface treatment, drying and milling (collectively known as finishing). Two commercial production processes are used by manufacturers: the chloride process and the sulphate process. All of our TiO 2 is produced using the chloride process. We are one of a limited number of TiO 2 producers in the world with chloride production technology. TiO 2 produced using the chloride process is preferred for some of the largest end-use applications.

The chloride process is a newer technology, and we believe it has several advantages over the sulphate process: it generates less waste, uses less energy, is less labor intensive, permits the direct recycle of chlorine, a major process chemical, back into the production process, and produces what is considered a high quality product. In the chloride process, high quality feedstock ores (slag, synthetic rutile, natural rutile or, in limited cases, high titanium content ilmenite ores) are reacted with chlorine (the chlorination step) and carbon to form titanium tetrachloride (“TiCl 4 ”) in a continuous fluid bed reactor. Purification of TiCl 4 to remove other chlorinated products is accomplished using a distillation process. The purified TiCl 4 is then oxidized in a vapor phase form to produce raw pigment particles and chlorine gas. The latter is recycled back to the chlorination step for reuse. Raw pigment is then typically slurried with water and dispersants prior to entering the finishing step. The chloride process currently accounts for substantially all of the industry-wide TiO 2 production capacity in North America, and approximately 46% of industry-wide capacity globally.

Commercial production of TiO 2 results in one of two different crystal forms: rutile, which is manufactured using either the chloride process or the sulphate process, or anatase, which is only produced using the sulfate process. All of our global production capacity utilizes the chloride process to produce rutile TiO 2 . Rutile TiO 2 is preferred over anatase TiO 2 for many of the largest end-use applications, such as coatings and plastics, because its higher refractive index imparts better hiding power at lower quantities than the anatase crystal form and it is more suitable for outdoor use because it is more durable. Although rutile TiO 2 can be produced using either the chloride process or the sulphate process, some customers prefer rutile produced using the chloride process because it typically has a bluer undertone and greater durability.

Raw Materials

Titanium Feedstock — The primary raw materials used to produce TiO 2 are titanium feedstock, chlorine and coke. During 2014, 100% of our Pigment segment feedstock purchases were from our Mineral Sands segment. Currently, we believe we are the only TiO 2 manufacturer in the world to have 100% of our feedstock supply requirements under common ownership.

Chemicals — Other chemicals used in the production of TiO 2 , such as chlorine, oxygen, nitrogen and coke, are purchased from various companies under long-term supply contracts. In the past we have been, and we expect that we will continue to be, successful in obtaining short-term and long-term extensions to these and other existing supply contracts prior to their expiration. We expect the raw materials purchased under these contracts, and contracts that we may enter into in the near term, to meet our requirements over the next several years.

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Sales and Marketing

We supply and market TiO 2 under the brand name TRONOX ® to approximately 1,100 customers in approximately 90 countries, including market leaders in each of the key end-use markets for TiO 2, and we have supplied each of our top ten customers with TiO 2 for more than 10 years. The tables below summarize our 2014 TiO 2 sales volume by geography and end-use market:

2014 Sales Volume by Geography
North America
 
41
%
Latin America
 
5
%
Europe
 
24
%
Asia-Pacific
 
30
%
2014 Sales Volume by End-Use Market
Paints and Coatings
 
80
%
Plastics
 
18
%
Paper and Specialty
 
2
%

In addition to price and product quality, we compete on the basis of technical support and customer service. Our direct sales and technical service organizations execute our sales and marketing strategy, and work together to provide quality customer service. Our direct sales staff is trained in all of our products and applications. Due to the technical requirements of TiO 2 applications, our technical service organization and direct sales offices are supported by a regional customer service staff located in each of our major geographic markets.

We believe our TiO 2 operations, and specifically our plant in Hamilton, Mississippi, are among the lowest-cost producers of TiO 2 globally. This is of particular importance as it positions us to be competitive through all facets of the TiO 2 cycle. Moreover, our three TiO 2 production facilities are strategically positioned in key geographies. The Hamilton facility is currently the third-largest TiO 2 production facility in the world, and has the size and scale to service customers in North America and around the globe. Our Kwinana plant, located in Australia, is well positioned to service the growing demand from Asia. Our Botlek facility, located in The Netherlands, services our European customers and certain specialized applications globally.

Our sales and marketing strategy focuses on effective customer management through the development of strong relationships. We develop customer relationships and manage customer contact through our sales team, technical service organization, research and development team, customer service team, plant operations personnel, supply chain specialists, and senior management visits. We believe that multiple points of customer contact facilitate efficient problem solving, supply chain support, formula optimization, and product co-development.

Seasonality

The demand for TiO 2 during a given year is subject to seasonal fluctuations. Because TiO 2 is widely used in paint and other coatings, TiO 2 is in higher demand prior to the painting season in the Northern Hemisphere (spring and summer).

Competitive Conditions

According to the latest TZMI data, industry production grew 8% to 5.5 million metric tons in 2014 compared to a decline of 2% with 5.1 million metric tons in 2013 and 5.2 million metric tons in 2012.We compete in a global market that has multiple other vendors. The global market in which our TiO 2 business operates is competitive. Competition is based on a number of factors such as price, product quality, and service. We face competition not only from chloride process pigment producers, but from sulfate process pigment producers as well. Moreover, because transportation costs are minor relative to the cost of our product, there is also competition between products produced in one region versus products produced in another region.

During 2014, we had global TiO 2 production capacity of 465,000 metric tons per year, which was approximately 6.5% of global pigment capacity. We face competition from competitors with facilities in multiple regions, including E. I. du Pont de Nemours and Company, Cristal Global, Huntsman Pigments, and Kronos Worldwide Inc. We estimate that, based on nameplate capacity, these five companies (including Tronox) accounted for approximately 58% of the global capacity. In addition to the major competitors discussed above,

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we compete with numerous smaller, regional producers, including producers in China that have expanded their sulphate production capacity during the previous five years.

Research and Development

We have research and development facilities that service our products, and focus on applied research and development of both new and existing processes. Our research and development facilities supporting our mineral sands business are located in South Africa, while the majority of scientists supporting our pigment and electrolytic research and development efforts are located in Oklahoma City, Oklahoma.

New process developments are focused on increased throughput, efficiency gains and general processing equipment-related improvements. Ongoing development of process technology contributes to cost reduction, enhanced production flexibility, increased capacity, and improved consistency of product quality. In 2014, our product development and commercialization efforts were focused on several TiO 2 products that deliver added value to customers across all end use segments by way of enhanced properties of the pigment.

Patents, Trademarks, Trade Secrets and Other Intellectual Property Rights

Protection of our proprietary intellectual property is important to our business. At December 31, 2014, we held 49 U.S. patents, 9 patent applications, and approximately 240 in foreign counterparts, including both issued patents and pending patent applications. Our U.S. patents have expiration dates ranging from 2015 through 2131. Additionally, we have 4 trademark registrations and 1 pending trademark registration in the U.S., as well as 38 trademark registrations and 2 pending trademark registrations in foreign counterparts.

We rely upon, and have taken steps to secure our unpatented proprietary technology, know-how and other trade secrets. The substantial majority of pigment business patents relate to our chloride products and production technology. Our proprietary chloride production technology is an important part of our overall technology position. However, much of the fundamental intellectual property associated with both chloride and sulfate pigment production is no longer subject to patent protection. At Namakwa Sands, we rely on intellectual property for our smelting technology, which was granted to us in perpetuity by Anglo American South Africa Limited for use on a worldwide basis, pursuant to a non-exclusive license.

We protect the trademarks that we use in connection with the products we manufacture and sell, and have developed value in connection with our long-term use of our trademarks; however, there can be no assurance that the trademark registrations will provide meaningful protection against the use of similar trademarks by competitors, or that the value of our trademarks will not be diluted. We also use and rely upon unpatented proprietary knowledge, continuing technological innovation and other trade secrets to develop and maintain our competitive position. We conduct research activities and protect the confidentiality of our trade secrets through reasonable measures, including confidentiality agreements and security procedures. While certain patents held for our products and production processes are important to our long-term success, more important is the operational knowledge we possess.

Employees

As of December 31, 2014, Tronox had approximately 3,400 employees worldwide, of which 700 are located in the United States, 600 in Australia, 1,800 in South Africa, and 300 in The Netherlands and other international locations. Our employees in the United States are not represented by a union or collective bargaining agreement. In South Africa, over 70% of our workforce belongs to a union. In Australia, most employees are not currently represented by a union, but 50% are represented by a collective bargaining agreement. In The Netherlands, 50% of our employees are represented by a collective bargaining agreement and 30% are members of a union. We consider relations with our employees and labor organizations to be good.

Environmental, Health and Safety Authorizations

Mineral Sands

Our facilities and operations are subject to extensive general and industry-specific environmental, health and safety regulations in South Africa and Australia. These regulations include those relating to mine rehabilitation, liability provision, water management, the handling and disposal of hazardous and non-hazardous materials, and occupational health and safety. The various legislation and regulations are subject to a number of internal and 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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Fairbreeze Authorizations

In September 2012, the South African Department of Mineral Resources (the “DMR”) approved our amendment application to the Environmental Management Program for Fairbreeze. This approval allowed us to commence with selected early-phase construction activities while awaiting further authorizations. In September 2013, the South African Department of Water Affairs (the “DWA”) issued the Fairbreeze Mine a water-use license for an area covering the majority of the Fairbreeze ore bodies and fines dams. Construction activities on these areas commenced soon after receipt of this license. Subsequently, a local conservancy group lodged an appeal, which by law automatically suspended the water-use license. Tronox submitted a petition to the DWA in protest of the suspension, requesting that the suspension be lifted pending the outcome of the appeal. On February 5, 2014, the DWA approved our request to lift the suspension, and we intend to continue with planned construction activities pending the appeal. The appeal process makes provision for the appeal to be adjudicated by the Water Tribunal, which is a quasi-judicial body of government. However, the legal appointment term of the tribunal ended in 2012, and to date, this body has not been reconstituted and the appeal process has not been amended. In order to address the appeal, we have agreed with the DWA to participate in a mediation process to attempt to reach a resolution of this matter. During such mediation process, we will continue with planned construction.

Regulation of the Mining Industry in South Africa

There are numerous mining-related laws and regulatory authorizations that may impact the performance of our business. These include but are not limited to: the Mineral and Petroleum Resources Royalty Act, which imposes a royalty on refined and unrefined minerals payable to the South African government; the Mineral and Petroleum Resources Development ACT (the “MPRDA”), which governs the acquisition, use and disposal of mineral rights; the South African Minerals Act, which requires each new mine to prepare an Environmental Management Program Report for approval by the DMR; the Revised Mining Charter, effective as of September 13, 2010, which requires, among other conditions, that mining entities achieve a 26% historically disadvantaged persons ownership of mining assets by 2014; and, the BEE legislation in South Africa.

Regulation of the Mining Industry in Australia

Mining operations in Western Australia are subject to a variety of environmental protection regulations including but not limited to: the Environmental Protection Act, the primary source of environmental regulation in Western Australia; and, the Environment Protection and Biodiversity Conservation Act 1999 (Cth), which established the federal environment protection regime and prohibits the carrying out of a “controlled action” that may have a significant impact on a “matter of national environmental significance.”

Prescriptive legislation regulates health and safety at mining workplaces in Western Australia. The principal general occupational health and safety legislation and regulations are the Occupational Safety and Health Act 1984 (WA), the Occupational Health and Safety Regulations 1996 (WA) and the guidelines. The Mines Safety and Inspection Act 1994 (WA) and Mines Safety and Inspection Regulations 1995 (WA) and guidelines provide the relevant legislation for mining operations in Western Australia. The Dangerous Goods Act 2004 (WA) applies to the safe storage, handling and transport of dangerous goods.

Each Australian state and territory has its own legislation regulating the exploration for and mining of minerals. Our operations are principally regulated by the Western Australian Mining Act 1978 (WA) and the Mining Regulations 1981 (WA).

State Agreements

State Agreements are contracts between the State of Western Australia and the proponents of major resources projects, and are intended to foster resource development and related infrastructure investments. These agreements are approved and ratified by the Parliament of Western Australia. The State Agreement relevant to our Australian operations and our production of mineral sands is the agreement authorized by the Mineral Sands (Cooljarloo) Mining and Processing Agreement Act 1988 (WA). State Agreements may only be amended by mutual consent, which reduces the sovereign risk and increases the security of tenure, however Parliament may enact legislation that overrules or amends the particular State Agreement.

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Pigment

Our pigment business is subject to extensive regulation by federal, state, local and foreign governments. Governmental authorities regulate the generation and treatment of waste and air emissions at our operations and facilities. At many of our operations, we also comply with worldwide, voluntary standards developed by the International Organization for Standardization (“ISO”), a nongovernmental organization that promotes the development of standards and serves as a bridging organization for quality and environmental standards, such as ISO 9002 for quality management and ISO 14001 for environmental management.

Chemical Registration

The European Union adopted a regulatory framework for chemicals in 2006 known as Registration, Evaluation and Authorization of Chemicals (“REACH”). Manufacturers and importers of chemical substances must register information regarding the properties of their existing chemical substances with the European Chemicals Agency. The timeline for existing chemical substances to be registered is based on volume and toxicity. The first group of chemical substances was required to be registered in 2010, with additional registrations due in 2013 and 2018. We registered those products requiring registration by the 2010 and 2013 deadlines. The REACH regulations also require chemical substances which are newly imported or manufactured in the European Union to be registered before being placed on the market. We are now focused on the authorization phase of the REACH process, and are making efforts to address “Substances of Very High Concern” and evaluating potential business implications. As a chemical manufacturer with global operations, we are also actively monitoring and addressing analogous regulatory regimes being considered or implemented outside of the EU, for example, in Korea and Taiwan. We do not expect the costs of REACH compliance to be material to our operations at this time.

Greenhouse Gas Regulation

Globally, our operations are subject to regulations that seek to reduce emissions of “greenhouse gases” (“GHGs”). We currently report and manage GHG emissions as required by law for sites located in areas requiring such managing and reporting (European Union/Australia). While the United States has not adopted any federal climate change legislation, the EPA has introduced some GHG programs. For example, under the EPA’s GHG “Tailoring Rule,” expansions or new construction could be subject to the Clean Air Act’s Prevention of Significant Deterioration requirements. Some of our facilities are currently subject to GHG emissions monitoring and reporting. Changes or additional requirements due to GHG regulations could impact our capital and operating costs; however, it is not possible at the present time to estimate any financial impact to these U.S. operating sites. Also, some in the scientific community believe that increasing concentrations of GHGs in the atmosphere may result in climatic changes. Depending on the severity of climatic changes, our operations could be adversely affected.

Segment and Geographic Revenue Information

Financial information by segment and geographic region is set forth in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 25 of Notes to Consolidated Financial Statements.

Available Information

Our public internet site is http://www.tronox.com. The content of our internet site is available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this annual report unless express noted. We make available, free of charge, on or through the investor relations section of our internet site, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers, as well as any amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (the “SEC”).

We file current, annual and quarterly reports, proxy statements and other information required by the Exchange Act with the SEC. You may read and copy any document we file at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549, USA, or by calling +1-800-SEC-0330. Our SEC filings are also available to the public from the SEC’s internet site at http://www.sec.gov .

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Item 1A. Risk Factors

You should carefully consider the risk factors set forth below, as well as the other information contained in this Form 10-K, including our consolidated financial statements and related notes. This Form 10-K contains forward-looking statements that involve risks and uncertainties. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Economic Factors

Market conditions, as well as global and regional economic downturns that adversely affect the demand for the end-use products that contain TiO 2 or our other products, could adversely affect the profitability of our operations and the prices at which we can sell our products, negatively impacting our financial results.

Our revenue and profitability is largely dependent on the TiO 2 industry either through direct sales of TiO 2 by our pigment business, or to TiO 2 producers by our mineral sands business sales. TiO 2 is a chemical used in many “quality of life” products for which demand historically has been linked to global, regional and local GDP and discretionary spending, which can be negatively impacted by regional and world events or economic conditions. Such events are likely to cause a decrease in demand for our products and, as a result, may have an adverse effect on our results of operations and financial condition.

The markets for many of our products have seasonally affected sales patterns.

The demand for TiO 2 during a given year is subject to seasonal fluctuations. Because TiO 2 is widely used in paint and other coatings, titanium feedstock is in higher demand prior to the painting season in the Northern Hemisphere (spring and summer), and pig iron is in lower demand during the European summer holidays, when many steel plants and foundries undergo maintenance. Zircon generally is a non-seasonal product but is negatively impacted by the winter and Chinese New Year celebrations due to reduced zircon demand from China. We may be adversely affected by existing or future cyclical changes, and such conditions may be sustained or further aggravated by anticipated or unanticipated changes in regional weather conditions. For example, poor weather conditions in a region can lead to an abbreviated painting season, which can depress consumer sales of paint products that use TiO 2 .

Our results of operations may be adversely affected by fluctuations in currency exchange rates.

The financial condition and results of operations of our operating entities outside the United States are reported in various foreign currencies, primarily South African Rand, Australian Dollars and Euros, and then converted into U.S. dollars at the applicable exchange rate for inclusion in the financial statements. As a result, any volatility of the U.S. dollar against these foreign currencies creates uncertainty for and may have a negative impact on reported sales and operating margin. We have made a U.S. dollar functional currency election for both Australian financial reporting and federal income tax purposes. On this basis, our Australian entities report their results of operations on a U.S. dollar basis. In addition, our operating entities often need to convert currencies they receive for their products into currencies in which they purchase raw materials or pay for services, which could result in a gain or loss depending on fluctuations in exchange rates.

In order to manage this risk, we have, from time to time, entered into forward contracts to buy and sell foreign currencies as “economic hedges” for these foreign currency transactions.

Our operations may be negatively impacted by inflation.

Our profits and financial condition could be adversely affected when cost inflation is not offset by devaluation in operating currencies or an increase in the price of our products. Our operations have been affected by inflation in the countries in which they have operated in recent years. Working costs and wages in South Africa and Australia have increased in recent years, resulting in significant cost pressures for the mining industry.

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As an emerging market, South Africa poses a challenging array of long-term political, economic, financial and operational risks.

South Africa has been undergoing political and economic challenges. Changes to or instability in the economic or political environment in South Africa, especially if such changes create political instability, actual or potential shortages of production materials or labor unrest, could result in production delays and production shortfalls, and materially impact our production and results of operations.
In South Africa, our mining and smelting operations depend on electrical power generated by Eskom, the state-owned sole energy supplier. The contractual Notified Maximum Demand for the Namakwa Sands smelter and KZN Sands smelter sites are 72 mega volt amperes (“MVA”) and 87 MVA, respectively. South African electricity prices have risen during the past few years, and future increases are likely. Additionally, our KZN Sands operations currently use 245,277 gigajoules of Sasol gas, which is available only from Sasol Limited; however, we could replace approximately 30% to 40% of our current Sasol gas usage with furnace off-gas produced by KZN Sands, if necessary. KZN Sands is currently in the process of increasing its use of furnace off-gas. Construction of a 13.6 megawatt co-generation plant at Namakwa Sands has been completed. The plant, which consumes all furnace off-gas, produces electricity that is offset against current consumption sourced from Eskom.
We use significant amounts of water in our operations, which could impose significant costs. Use of water in South Africa is governed by water-use license. Our KZN mining operation in South Africa uses water to transport the slimes or sand from reclaimed areas to the processing plant and to the tailings facilities. Reduced water availability may result in rationing, which could impact production rates or result in increased water costs. However, our KZN Sands operation can use sea water, which is readily available since KZN Sands is located in a coastal region, although using sea water instead of fresh water would increase operational costs due to the desalination process, which may not be offset against lower water operating costs.
Under South African law, our South African mining operations are subject to water-use licenses that govern each operation. These licenses require, among other conditions, that mining operations achieve and maintain certain water quality limits for all water discharges, where applicable. Our South African operations that came into existence after the adoption of the National Water Act, No. 36 of 1998 have applied for and been issued the required water-use licenses. However, changes to water-use licenses could affect our operational results and financial condition.
The South African government may sharpen its focus on intervention in mining through various means including increased taxation, greater control and conditions on the distribution of mineral rights, poverty alleviation, and job creation. Such measures have not yet been defined, and the impact the measures may have on our business remains uncertain.
Changes to the revised MPRDA have been incorporated into the 2013 MPRDA amendment, and are awaiting approval by the South African Parliament before being promulgated. Some of the proposed changes may have an adverse effect on our business, operating results and financial condition. Although we expect the bulk of the original act to remain intact, there could be substantial changes, based on the current draft. This could have adverse effects on our business, operating results and financial condition.
South Africa’s exchange control regulations require resident companies to obtain the prior approval of the South African Reserve Bank to raise capital in any currency other than the Rand, and restrict the export of capital from South Africa. While the South African government has relaxed exchange controls in recent years, it is difficult to predict whether or how it will further relax or abolish exchange control measures in the future. 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 operations in South Africa are reliant on services provided by the State agency, Transnet, for limited rail transport services at Namakwa Sands. Furthermore, they provide extensive dock-side services at both the ports of Richards Bay and Saldanha Bay. Delays, particularly industrial actions, could have a negative impact on our business, operating results and financial condition.

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South African law governs the payment of compensation and medical costs to a compensation fund against which mining employees and other people at sites where ancillary mining activities are conducted can claim for mining activity-related illnesses or injuries. Should claims against the compensation fund rise significantly due to our mining activity or if claims against us are not covered by the compensation fund, the amount of our contribution or liability to claimants may increase, which could adversely impact our financial condition. In addition, the HIV/AIDS epidemic in South Africa poses risks to our South African operations in terms of potentially reduced productivity, and increased medical and other costs. If there is a significant increase in the incidence of HIV/AIDS infection and related diseases among the South African workforce over the next several years, our operations, projects and financial condition may be adversely affected.

The labor and employment laws in many jurisdictions in which we operate are more onerous than those of the United States; and some of our labor force has substantial works’ council or trade union participation, which creates a risk of disruption from labor disputes and new laws affecting employment policies.

Labor costs constituted approximately 25% of our production costs in 2014. The majority of our employees are located outside the United States. In most of those countries, labor and employment laws are more onerous than in the United States and, in many cases, grant significant job protection to employees, including rights on termination of employment.

In South Africa, over 70% of our workforce belongs to a union. In Australia, most employees are not currently represented by a union, but 50% are represented by a collective bargaining agreement. In The Netherlands, 50% of our employees are represented by a collective bargaining agreement and 30% are members of a union.

Our South African operations have entered into various agreements regulating wages and working conditions at our mines. There have been periods when various stakeholders have been unable to agree on dispute resolution processes, leading to threats of disruptive labor disputes, although only two strikes have ever occurred in the history of these operations. Due to the high level of employee union membership, our South African operations are at risk of production stoppages for indefinite periods due to strikes and other labor disputes. In the past five years, employees of KZN Sands went on strike once, for a 22-day period, from August 23 to September 13, 2010, in a dispute over wages and employment conditions, which resulted in an average daily production loss of 20,000 metric tons and 1,398 metric tons of heavy mineral concentrate, but had no significant impact on the smelter or furnace operations. Although we believe that we have good labor relations with our South African employees, we may experience labor disputes in the future.

South African employment law, which is based on the minimum standard set by the International Labour Organization, sets out minimum terms and conditions of employment for employees. Although these may be improved by agreements between an employer and the trade unions, prescribed minimum terms and conditions form the benchmark for all employment contracts. Our South African operations are required to submit a report to the South African Department of Labour under South African employment law detailing the progress made towards achieving employment equity in the workplace. Failing to submit this report in a timely manner could result in substantial penalties. In addition, future legislative developments that affect South African employment policies may increase production costs or negatively impact relationships with employees and trade unions, which may have an adverse effect on our business, operating results and financial condition.

We are required to consult with, and seek the consent or advice of, various employee groups or works’ councils that represent our employees for any changes to our activities or employee benefits. This requirement could have a significant impact on our flexibility in managing costs and responding to market changes.

Business Factors

Fluctuations in costs of our raw materials or our access to supplies of our raw materials could have an adverse effect on our results of operations and financial condition.

In 2014, raw materials used in the production of TiO 2 constituted approximately 53% of our operating expenses. Fuel and energy linked to commodities, such as diesel, heavy fuel oil and coal, and other consumables, such as chlorine, illuminating paraffin, electrodes, and anthracite, consumed in our manufacturing and mining operations form an important part of our operating costs. We have no control over the costs of these consumables, many of which are

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linked to some degree to the price of oil and coal, and the costs of many of these raw materials may fluctuate widely for a variety of reasons, including changes in availability, major capacity additions or reductions, or significant facility operating problems. These fluctuations could negatively affect our operating margins and our profitability. As these costs rise, our operating expenses will increase and could adversely affect our business, especially if we are unable to pass price increases in raw materials through to our customers.

Shortages or price increases by our single source suppliers, such as the suppliers of chlorine to our Australian operations or high-quality anthracite to Namakwa Sands could decrease revenue or increase production costs, reducing the profitability of operations. Fluctuations in oil and coal prices impact our operating cost and capital expenditure estimates and, in the absence of other economic fluctuations, could result in significant changes in the total expenditure estimates for our operations or new expansion projects, and when taken into account with other production costs, such as wages, equipment and machinery costs, may render certain operations nonviable.

Given the nature of our chemical, mining and smelting operations, we face a material risk of liability, delays and increased cash costs of production from environmental and industrial accidents and operational breakdowns.

Our business involves significant risks and hazards, including environmental hazards, industrial accidents, and breakdowns of equipment and machinery. Our business is exposed to hazards associated with chemical process manufacturing and the related storage, handling and transportation of raw materials, products and wastes, and our furnace operations that are subject to explosions, water ingress and refractory failure, and our open pit (also called open-cut) and dredge mining operations that are subject to flooding and accidents associated with rock transportation equipment and conveyor belts. Furthermore, during operational breakdowns, the relevant facility may not be fully operational within the anticipated timeframe, which could result in further business losses. The occurrence of any of these or other hazards could delay production, suspend operations, increase repair, maintenance or medical costs and, due to the integration of our facilities, could have an adverse effect on the productivity and profitability of a particular manufacturing facility or on our business as a whole. Over our operating history, we have incurred incidents of this nature.

There is also a risk that our key raw materials or our products may be found to have currently unrecognized toxicological or health-related impact on the environment or on our customers or employees. Such hazards may cause personal injury and loss of life, damage to property and contamination of the environment, which could lead to government fines or work stoppage injunctions and lawsuits by injured persons. If such actions are determined to be adverse to us, we may have inadequate insurance to cover such claims, or insufficient cash flow to pay for such claims. Such outcomes could adversely affect our financial condition and results of operations.

We are a holding company that is dependent on cash flows from our operating subsidiaries to fund our debt obligations, capital expenditures and ongoing operations.

All of our operations are conducted and all of our assets are owned by our operating companies, which are our subsidiaries. We intend to continue to conduct our operations at the operating companies and any future subsidiaries. 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 any future subsidiaries, and the payment of funds by our operating companies and any future subsidiaries in the form of dividends or otherwise. The ability of our operating companies and any future subsidiaries to make any payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities, and legal restrictions regarding the transfer of funds.

Our ability to service our debt and fund our planned capital expenditures and ongoing operations will depend on our ability to generate and increase cash flow, and our access to additional liquidity sources. Our ability to generate and increase cash flow is dependent on many factors, including:

the impact of competition from other chemical and materials manufacturers and diversified companies;
the transfer of funds from subsidiaries in the United States to certain foreign subsidiaries;
general world business conditions, economic uncertainty or downturn and the significant downturn in housing construction and overall economies;

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our ability to obtain raw materials at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher raw material costs;
our ability to adequately deliver customer service and competitive product quality; and,
the effects of governmental regulation on our business.

Many of these factors are beyond our control. A general economic downturn can result in reduced spending by customers, which will impact our revenues and cash flows from operating activities. At reduced performance, if we are unable to generate sufficient cash flow or access additional liquidity sources, we may not be able to service and repay our existing debt, operate our business, respond to competitive challenges, or fund our other liquidity and capital needs.

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 pigment 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. Our most significant competitors include major chemical and materials manufacturers and diversified companies, a number of which have substantially larger financial resources, greater personnel, and larger facilities than we do. We also compete with numerous smaller, regional producers, including producers in China, that have expanded their sulphate TiO 2 production capacity during the previous five years.

Zircon producers generally compete on the basis of price, quality, logistics, delivery, and payment terms and consistency of supply. Although we believe we have competitive quality, long-term relationships with customers and product range, our primary competitive disadvantage relative to our major competitors is our distance from our main consumers (i.e., Asia and Europe).

Within the end-use markets in which we compete, competition between products is intense. We face substantial risk that certain events, such as new product development by competitors, changing customer needs, production advances for competing products, or price changes in raw materials, could cause our customers to switch to our competitors’ products. If we are unable to develop and produce or market our products to compete effectively against our competitors following such events, our results of operations and operating cash flows may suffer.

We may need additional capital in the future and may not be able to obtain it on favorable terms.

Our industry is capital intensive, and our success depends to a significant degree on our ability to develop and market innovative products and to update our facilities and process technology. We may require additional capital in the future to finance our growth and development, implement further marketing and sales activities, fund ongoing research and development activities and meet general working capital needs. Our capital requirements will depend on many factors, including acceptance of, and demand for our products, the extent to which we invest in new technology and research and development projects, and the status and timing of these developments, as well as general availability of capital from debt and/or equity markets. Additional financing may not be available when needed on terms favorable to us, or at all. Further, the terms of our debt may limit our ability to incur additional indebtedness or issue additional equity. If we are unable to obtain adequate funds on acceptable terms, we may be unable to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures, which could harm our business.

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, 2014, our total principal amount of long-term debt was $2.4 billion (including $7 million of original issue discount in connection with the senior secured term loan (the “Term Loan”), which has a face value of $1.5 billion). Our credit facilities contain covenants that could adversely affect our ability to operate our business, our liquidity, and our results of operations. These covenants restrict, among other things, our and our subsidiaries’ ability to:

incur or guarantee additional indebtedness;
complete asset sales, acquisitions or mergers;

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make investments and capital expenditures;
prepay other indebtedness;
enter into transactions with affiliates; and,
fund dividends or repurchase shares.

In addition, the terms of our credit facilities require us and our subsidiaries to maintain certain minimum performance levels relative to our debt. Certain of our facilities, excluding the Term Loan and the $900 million aggregate principal amount of senior notes (the “Senior Notes”), include requirements relating to the ratio of adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) to indebtedness or certain fixed charges. The breach of any covenants or obligations in our credit facilities, not otherwise waived or amended, could result in a default under the applicable debt obligations (and cross-defaults to certain other debt obligations) and could trigger acceleration of those obligations, which in turn could trigger other cross defaults under other future agreements governing our long-term indebtedness. In addition, the secured lenders under the credit facilities could foreclose on their collateral, which includes equity interests in our subsidiaries, and exercise other rights of secured creditors. Any default under those credit facilities could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our credit facilities, and could force us to seek the protection of bankruptcy laws.

Exxaro may exert substantial influence over us as a shareholder.

At December 31, 2014, Exxaro held approximately 44% of the voting securities of Tronox Limited, and had three representatives serving as Directors on our nine-member board. Additionally, in the future, Exxaro may exchange its retained interest in the mineral sands business for additional Class B Shares.

Due to Exxaro’s significant ownership interest, it is entitled to certain rights under the Constitution and the Shareholder’s Deed of Tronox Limited. For example, the Constitution provides that, for as long as the Class B voting interest is at least 10% of the total voting interest in Tronox Limited, there must be nine directors on our board; of which the holders of Class A ordinary shares (“Class A Shares”) will be entitled to vote separately to elect a certain number of directors to our board (which we refer to as Class A Directors), and the holders of Class B Shares will be entitled to vote separately to elect a certain number of directors to our board (which we refer to as Class B Directors). If the Class B voting interest is greater than or equal to 30%, our board will consist of six Class A Directors and three Class B Directors. If the Class B voting interest is greater than or equal to 20% but less than 30%, our board of directors will consist of seven Class A Directors and two Class B Directors. If the Class B voting interest is greater than or equal to 10% but less than 20%, our board will consist of eight Class A Directors and one Class B Director.

The Constitution also provides that, subject to certain limitations, for as long as the Class B voting interest is at least 20%, a separate vote by holders of Class A Shares and Class B Shares is required to approve certain types of merger or similar transactions that will result in a change in control or a sale of all or substantially all of our assets or any reorganization or transaction that does not treat Class A and Class B Shares equally.

Under the terms of the Shareholder’s Deed entered into upon completion of the Transaction, Exxaro agreed that for the Standstill Period, it would not engage in any transaction or other action that would result in its beneficial ownership of the voting shares of Tronox Limited exceeding 45% of the total issued shares of Tronox Limited. In addition, except under certain circumstances, Exxaro agreed not to sell, pledge or otherwise transfer any such voting shares during the Standstill Period. After the Standstill Period, Exxaro has agreed not to acquire any voting shares of Tronox Limited if, following such acquisition, Exxaro will have a voting interest in Tronox Limited of 50% or more unless Exxaro brings any proposal to make such an acquisition to the board of directors of Tronox Limited on a confidential basis. In the event an agreement regarding the proposal is not reached, Exxaro is permitted to make a takeover offer for all the shares of Tronox Limited not held by affiliates of Exxaro provided that binding acceptances are received from a majority of the shares not held by affiliates of Exxaro.

As a result of Exxaro’s significant ownership interest and its governance rights, Exxaro may be able to exert substantial influence over our management, operations and potential significant corporate transactions, including a change in control or the sale of all or substantially all of our assets. Exxaro’s influence may have an adverse effect on the trading price of our ordinary shares.

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Our South African operations may lose the benefit of the Black Economic Empowerment (“BEE”) status under South African legislation, resulting in the need to implement a remedial solution or introduce a new minority shareholder, which could negatively impact our South African operations.

Exxaro retains a 26% direct ownership interest in each of Tronox KZN Sands (Pty) Ltd and Tronox Mineral Sands (Pty) Ltd in order for these two entities to comply with the requirements of the MPRDA and the South African Mining Charter ownership requirements under the BEE legislation. Exxaro has agreed to maintain its direct ownership for a period of the shorter of 10 years (unless it transfers the direct ownership interests to another qualified buyer under the BEE legislation) or the date on which the requirement to maintain a direct ownership stake in each of Tronox KZN Sands (Pty) Ltd and Tronox Mineral Sands (Pty) Ltd no longer applies, as determined by the DMR. If either Tronox KZN Sands (Pty) Ltd or Tronox Mineral Sands (Pty) Ltd ceases to qualify under the BEE legislation, Tronox Limited and Exxaro have agreed to jointly seek a remedial solution. If Tronox Limited and Exxaro cannot successfully implement a solution and the reason for this failure is due to anything other than a change in law, then we may dispose of Exxaro’s shares in the non-qualifying company to another BEE compliant, qualifying purchaser. During any period of any non-qualification, our South African operations may be in violation of their mining or prospecting rights, as well as the requirements of the MPRDA and the South African Mining Charter, which could result in a suspension or revocation of the non-qualifying company’s mining and prospecting rights and could expose us to operating restrictions, lost business opportunities and delays in receiving further regulatory approvals for our South African operations and expansion activities. In addition, if Exxaro’s direct ownership in Tronox KZN Sands (Pty) Ltd and Tronox Mineral Sands (Pty) Ltd is sold to another purchaser, we would be required to share ownership and control of our South African operations with a minority shareholder, which may impact our operational and financial flexibility and could impact profitability, expansion opportunities and our results of operations.

Estimations of our ore resources and reserve estimates are based on a number of assumptions, including mining and recovery factors, future cash costs of production and ore demand and pricing. As a result, ore resources and reserve quantities actually produced may differ from current estimates.

The mineral resource and reserve estimates are estimates of the quantity and ore grades in our mines based on the interpretation of geological data obtained from drill holes and other sampling techniques, as well as from feasibility studies. The accuracy of these estimates is dependent on the assumptions and judgments made in interpreting the geological data. The assessment of geographical characteristics, such as location, quantity, quality, continuity of geology and grade, is made with varying degrees of confidence in accordance with established guidelines and standards. We use various exploration techniques, including geophysical surveys and sampling through drilling and trenching, to investigate resources and implement applicable quality assurance and quality control criteria to ensure that data is representative. Our mineral reserves represent the amount of ore that we believe can be successfully mined and processed, and are estimated based on a number of factors, which have been stated in accordance with the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves 2007 version, as amended 2009 (the “SAMREC Code”) and the Australian code for Reporting of Exploration Results, Mineral Resources the Joint Ore Reserves Committee Code (2012) (the “JORC Code”).

There is significant uncertainty in any mineral reserve or mineral resource estimate. Factors that are beyond our control, such as the ability to secure mineral rights, the sufficiency of mineralization to support mining and beneficiation practices and the suitability of the market may significantly impact mineral resource and reserve estimates. The actual deposits encountered and the economic viability of mining a deposit may differ materially from our estimates. Since these mineral resources and reserves are estimates based on assumptions related to factors discussed above, we may revise these estimates in the future as we become aware of new developments. To maintain TiO 2 feedstock production beyond the expected lives of our existing mines or to increase production materially above projected levels, we will need to access additional reserves through exploration or discovery.

If we are unable to innovate and successfully introduce new products, or new technologies or processes reduce the demand for our products or the price at which we can sell products, our profitability could be adversely affected.

Our industries and the end-use markets into which we sell our products experience periodic technological change and product improvement. Our future growth will depend on our ability to gauge the direction of commercial and technological progress in key end-use markets and on our ability to fund and successfully

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develop, manufacture and market products in such changing end-use markets. We must continue to identify, develop and market innovative products or enhance existing products on a timely basis to maintain our profit margins and our competitive position. We may be unable to develop new products or technology, either alone or with third parties, or license intellectual property rights from third parties on a commercially competitive basis. If we fail to keep pace with the evolving technological innovations in our end-use markets on a competitive basis, our financial condition and results of operations could be adversely affected.

In addition, new technologies or processes have the potential to replace or provide lower-cost alternatives to our products, such as new processes that reduce TiO 2 in consumer products or the use of chloride slag in the production of TiO 2 , which could result in TiO 2 producers using less chloride slag, or to reduce the need for TiO 2 in consumer products, which could depress the demand and pricing for TiO 2 . We cannot predict whether technological innovations will, in the future, result in a lower demand for our products or affect the competitiveness of our business. We may be required to invest significant resources to adapt to changing technologies, markets and competitive environments.

Violations or noncompliance with the extensive environmental, health and safety laws and regulations to which we are subject or changes in laws or regulations governing our operations could result in unanticipated loss or liability.

Our operations and production facilities are subject to extensive environmental and health and safety laws and regulations at national, international and local levels in numerous jurisdictions relating to use of natural resources, pollution, protection of the environment, transporting and storing raw materials and finished products, and storing and disposing of hazardous wastes among other materials. The costs of compliance with the extensive environmental, health and safety laws and regulations or the inability to obtain, update or renew permits required for operation or expansion of our business could reduce our profitability or otherwise adversely affect our business. If we fail to comply with the conditions of our permits governing the production and management of regulated materials, mineral sands mining licenses or leases or the provisions of the applicable South African or Australian law, these permits, mining licenses or leases and mining rights could be canceled or suspended, and we could be prevented from obtaining new mining and prospecting rights, which could materially and adversely affect our business, operating results and financial condition. Additionally, we could incur substantial costs, including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations, for violations arising under these laws and regulations. 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.

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, exchange control restrictions, environmental remediation, mineral rights, ownership of mining assets, or the rights to prospect and mine may have a material adverse effect on our future business operations and financial performance. There is risk that onerous conditions may be attached to authorizations in the form of mining rights, water-use licenses, miscellaneous licenses and environmental approvals, or that the grant of these approvals may be delayed or not granted.

Our current operations involve the production and management of regulated materials that are subject to various environmental laws and regulations and are dependent on obtaining and the periodic renewal of permits from various governmental agencies. The inability to obtain, update or renew permits related to the operation of our businesses, or the costs required in order to comply with permit standards, could have a material adverse effect on us.

We compete with other mining and chemical businesses for key human resources in the countries in which we operate, and our business will suffer if we are unable to hire highly skilled employees or if our key officers or employees discontinue employment with us.

We compete with other chemical and mining companies, and other companies generally, in the countries in which we operate to attract and retain key human resources at all levels with the appropriate technical skills and operating and managerial experience necessary to continue operating and expanding our businesses. These operations use modern techniques and equipment and accordingly require various types of skilled workers. The success of our business will be materially dependent upon the skills, experience and efforts of our key officers

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and skilled employees. The global shortage of key mining skills, including geologists, mining engineers, metallurgists, and skilled artisans, has been exacerbated by increased mining activity across the globe. Competition for skilled employees is particularly severe in Western Australia and at Namakwa Sands, which may cost us in terms of higher labor costs or reduced productivity. As a result, we may not be able to attract and retain skilled and experienced employees. Should we lose any of our key personnel or fail to attract and retain key qualified personnel or other skilled employees, our business may be harmed and our operational results and financial condition could be affected.

There may be difficulty in effecting service of legal process and enforcing judgments against us and our directors and management.

We are registered under the laws of Western Australia, Australia, and substantial portions of our assets are located outside of the United States. In addition, certain members of our board of directors reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon Tronox Limited or such other persons residing outside the United States, or to enforce judgments outside the United States obtained against such persons in U.S. courts in any action, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. In addition, it may be difficult for investors to enforce rights predicated upon the U.S. federal securities laws in original actions brought in courts in jurisdictions located outside the United States.

Third parties may develop new intellectual property rights for processes and/or products that we would want to use, but would be unable to do so; or, third parties may claim that the products we make or the processes that we use infringe their intellectual property rights, which may cause us to pay unexpected litigation costs or damages or prevent us from making, using or selling products we make or require alteration of the processes we use.

Results of our operations may also be negatively impacted if a competitor develops or has the right to use intellectual property rights for new processes or products and we cannot obtain similar rights on favorable terms or are unable to independently develop non-infringing competitive alternatives.

Although there are currently no known pending or threatened proceedings or claims relating to alleged infringement, misappropriation or violation of the intellectual property rights of others, we may be subject to legal proceedings and claims in the future in which third parties allege that their patents or other intellectual property rights are infringed, misappropriated or otherwise violated by us or our products or processes. In the event that any such infringement, misappropriation or violation of the intellectual property rights of others is found, we may need to obtain licenses from those parties or substantially re-engineer our products or processes to avoid such infringement, misappropriation or violation. We might not be able to obtain the necessary licenses on acceptable terms or be able to re-engineer our products or processes successfully. Moreover, if we are found by a court of law to infringe, misappropriate or otherwise violate the intellectual property rights of others, we could be required to pay substantial damages or be enjoined from making, using or selling the infringing products or technology. We also could be enjoined from making, using or selling the allegedly infringing products or technology pending the final outcome of the suit. Any of the foregoing could adversely affect our financial condition and results of operations.

If our intellectual property were compromised or copied by competitors, or if competitors were to develop similar intellectual property independently, our results of operations could be negatively affected.

Our success depends to a significant degree upon our ability to protect and preserve our intellectual property rights. Although we own and have applied for numerous patents and trademarks throughout the world, we may have to rely on judicial enforcement of our patents and other proprietary rights. Our patents and other intellectual property rights may be challenged, invalidated, circumvented, and rendered unenforceable or otherwise compromised. A failure to protect, defend or enforce our intellectual property could have an adverse effect on our financial condition and results of operations.

We also rely upon unpatented proprietary technology, know-how and other trade secrets to maintain our competitive position. While we maintain policies to enter into confidentiality agreements with our employees and third parties to protect our proprietary expertise and other trade secrets, these agreements may not be enforceable or, even if legally enforceable, we may not have adequate remedies for breaches of such agreements. We also

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may not be able to readily detect breaches of such agreements. The failure of our patents or confidentiality agreements to protect our proprietary technology, know-how or trade secrets could result in significantly lower revenues, reduced profit margins or loss of market share.

In addition, we may be unable to determine when third parties are using our intellectual property rights without our authorization. We also have licensed certain of our intellectual property rights to third parties, and we cannot be certain that our licensees are using our intellectual property only as authorized by the applicable license agreement. The undetected or unremedied unauthorized use of our intellectual property rights or the legitimate development or acquisition of intellectual property related to our industry by third parties could reduce or eliminate any competitive advantage we have as a result of our intellectual property, adversely affecting our financial condition and results of operations. If we must take legal action to protect, defend or enforce our intellectual property rights, any suits or proceedings could result in significant costs and diversion of our resources and our management’s attention, and we may not prevail in any such suits or proceedings. A failure to protect, defend or enforce our intellectual property rights could have an adverse effect on our financial condition and results of operations.

If our intangible assets or other long-lived assets become impaired, we may be required to record a significant charge to earnings.

We have a significant amount of intangible assets and other long-lived assets on our consolidated balance sheets. Under generally accepted accounting principles in the United States (“U.S. GAAP”), we review our intangible assets and other long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances, indicating that the carrying value of our intangible assets and other long-lived assets may not be recoverable, include, but are not limited to, a significant decline in share price and market capitalization, changes in the industries in which we operate, particularly the impact of a downturn in the global economy, as well as competition or other factors leading to reduction in expected long-term sales or profitability. We may be required to record a significant noncash charge in our financial statements during the period in which any impairment of our intangible assets and other long-lived assets is determined, negatively impacting our results of operations.

We have identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements which could have a material adverse effect on our business and results of operations.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As more fully described in Controls and Procedures in Part II, Item 9A of this report, in connection with the audit of our financial statements for the year ended December 31, 2014, management identified material weaknesses in our internal control over financial reporting relating to (i) controls over the information and communication related to our South African operations that were improperly designed and not effective, as information required to execute control activities to completely and accurately record and disclose transactions was not communicated timely to the individuals responsible for executing control activities. The controls over our calculation for accrued royalty expenses relating to our mining operations in Namakwa South African were improperly designed and not effective; and (ii) controls over restricted access and segregation of duties within our SAP systems that were improperly designed and not effective as certain personnel have inappropriate access to execute conflicting transactions, as well as the ability to prepare and post journal entries without an independent review required by someone other than the preparer.

We are actively engaged in developing a remediation plan to address such materials weaknesses. However, while we expect to complete the implementation of remediation measures and remediate such material weaknesses as soon as practicable, there can be no assurance that such efforts will be successful or that our internal control over financial reporting will be effective as a result of such efforts. In addition, there can be no assurance that we will not identify internal control material weaknesses in the future or that any such weaknesses will not have a material impact on our operating results or financial statements or cause us to fail to meet our reporting obligations. In addition, if we discover a material weakness in our internal controls in the future, the disclosure of that fact could reduce the market’s confidence in our financial statements.

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Our results of operations and financial condition could be seriously impacted by security breaches, including cybersecurity incidents.

Failure to effectively prevent, detect and recover from security breaches, including attacks on information technology and infrastructure by hackers; viruses; breaches due to employee error or actions; or other disruptions could result in misuse of our assets, business disruptions, loss of property including trade secrets and confidential business information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, loss of sales and interference with regulatory compliance. We have determined that such attacks could result in unauthorized parties gaining access to at least certain confidential business information. However, to date, we have not experienced any material financial impact, changes in the competitive environment or business operations that we attribute to these attacks. Although management does not believe that we have experienced any material losses to date related to security breaches, including cybersecurity incidents, there can be no assurance that we will not suffer such losses in the future. We actively manage the risks within our control that could lead to business disruptions and security breaches. 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, such events could materially adversely affect our business, financial condition or results of operations.

Item 1B. Unresolved Staff Comments

There are no unresolved written comments that were received from the SEC staff.

Item 2. Properties

Below are our offices and facilities at December 31, 2014. We believe our properties are in good operating condition, and are well maintained. Pursuant to separate financing agreements, substantially all of our U.S. properties are pledged or encumbered to support or otherwise provide the security for our indebtedness.

Corporate and Other

At December 31, 2014, our corporate and other offices consisted of the following:

Location
Owned/Leased
Offices
Stamford, Connecticut
 
Leased
 
Corporate office located at 263 Tresser
Boulevard, Suite 1100
Bentley, Western Australia
 
Leased
 
Corporate office located at 1 Brodie Hall Drive
Oklahoma City, Oklahoma
 
Owned
 
Corporate services located at 3301 NW 150th
Street

In addition, corporate and other includes two electrolytic manufacturing and distribution facilities as follows:

Facility
Product
Property
Owned/Leased
Facility
Owned/Leased
Hamilton, Mississippi Sodium chlorate
 
Owned
 
 
Owned
 
Henderson, Nevada EMD, Boron products
 
Leased
 
 
Owned
 

Pigment

Our office in Oklahoma City, Oklahoma is used for our Pigment segment management offices and research and development, and is shared with certain corporate services.

Our pigment facilities consist of the physical assets necessary and appropriate to produce, distribute and supply our TiO 2 , and consist mainly of manufacturing and distribution facilities. The following table summarizes our TiO 2 production facilities and production capacity (in gross metric tons per year), by location:

Facility
Production
TiO 2
Capacity
Process
Property
Owned/Leased
Facility
Owned/Leased
Hamilton, Mississippi
 
TiO 2
 
 
225,000
 
 
Chloride
 
 
Owned
 
 
Owned
 
Kwinana, Western Australia
 
TiO 2
 
 
150,000
 
 
Chloride
 
 
Owned
 
 
Owned
 
Botlek, The Netherlands
 
TiO 2
 
 
90,000
 
 
Chloride
 
 
Leased
 
 
Owned
 

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Mineral Sands

We lease office space located at 115 West Street, Sandton, South Africa for our Mineral Sands division management offices.

Our KZN Sands operations consist of the Fairbreeze mine (which has not yet entered into commercial production), a concentration plant, a mineral separation plant and a smelter complex with two furnaces.

Our Namakwa Sands operations include the Namakwa Sands mine, a primary concentration plant, a secondary concentration plant, a separation plant, and a smelter complex with two furnaces.

Our Western Australia operations consist of the Cooljarloo Sands mine, and a concentration plant and the Chandala processing plant, which includes a mineral separation plant and a synthetic rutile plant.

Mineral Sands Licenses and Leases

In 2014, we mined valuable heavy minerals (“VHM”), including ilmenite, rutile, leucoxene, and zircon, at two integrated locations; Namakwa Sands in Western Cape South Africa and Cooljarloo in Western Australia. Our Fairbreeze mine in KwaZulu-Natal, South Africa, will be the mining component of our integrated KZN Sands operations. Depending on construction, the Fairbreeze mine is expected to begin operations at the end of 2015, and be fully operational in 2016. Our three mining operations and their integrated mineral processing facilities have two principal commercial product lines: titanium feedstocks and zircon. Our titanium feedstocks include titanium dioxide minerals such as ilmenite, natural rutile, and leucoxene, as well as two upgraded titanium dioxide products, titanium slag and synthetic rutile. Zircon is a zirconium silicate mineral with diverse construction and industrial applications.

A diagram of our heavy mineral sand mining and processing — TiO 2 pigment value chain is as follows:


The approximate annual production capacities of our heavy mineral sand mining are shown below. Multiple grades of mineral products may be combined in some categories.

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Capacity (metric tons per year)
Namakwa
Sands
KZN Sands (1)
Northern
Operations
Total
Rutile
 
31,000
 
 
30,000
 
 
36,000
 
 
97,000
 
Synthetic rutile
 
 
 
 
 
220,000
 
 
220,000
 
Titanium slag
 
190,000
 
 
220,000
 
 
 
 
410,000
 
Zircon
 
135,000
 
 
60,000
 
 
70,000
 
 
265,000
 
Pig iron
 
100,000
 
 
121,000
 
 
 
 
221,000
 
Leucoxene
 
 
 
 
 
26,000
 
 
26,000
 
Reserve life of mine 20+ Years 12+ Years 15+ Years
 
 
 
Exploration rights & undeveloped reserves Yes Yes Yes
 
 
 

(1) Includes Fairbreeze mine development project that depending on construction is expected to begin operation at the end of 2015.

We market our titanium feedstocks to external customers when market conditions are favorable; however, a significant portion of our production is consumed internally. Most of the ilmenite mined at Namakwa Sands is the feedstock for titanium slag production in South Africa, and ilmenite from Western Australia is internally consumed as synthetic rutile feed at our Chandala complex. The synthetic rutile product from our Chandala complex is either consumed at our TiO 2 pigment plant in Kwinana or sold externally.

Mining and Mineral Tenure

We comply with SEC Industry Guide 7, which requires us to control sufficient mineral title to have access rights for exploration, development and extraction of the minerals at the time that the determination of reserves is made. Any information that materially affects the risks associated with mineral exploitation is publicly disclosed.

Our exploration and mining activities in South Africa and Australia are governed by the legal and regulatory framework of the respective national, state, or provincial authorities. Mining applications in both countries are subject to multiple levels of review, including extensive public comment, before mineral title is granted, and are subject to environmental approvals.

Mineral Tenure — South Africa

Mining and prospecting rights are administered at the national level in the Republic of South Africa (the “RSA”), as defined under the 2002 Mineral and Petroleum Resources Development Act #28 (the “MPRDA”) and its subsequent amendments. The MPRDA establishes a comprehensive regulatory framework that governs mineral tenure, establishes requirements and processes for prospecting and mine permitting, environmental impact assessments and approvals, mine closure requirements, and other mining-related matters, such as a national mineral production royalty. The lead agency for mining and mining-related matters, including granting of prospecting and mining rights and enforcement of the MPRDA is the South African Department of Mineral Resources (the “DMR”).

Environmental permitting is authorized under the National Environmental Management Act #107 (“NEMA”) and the 1998 National Water Act #36 (“NWA”), under the auspices of the RSA Department of Environmental Affairs and Department of Water Affairs (“DWA”). Environmental permitting and compliance are also administered at the Provincial level, which for Namakwa Sands and KZN Sands, respectively, are the Western Cape Department of Environmental Affairs and Development Planning and the KwaZulu-Natal Department of Environmental Affairs.

Mineral tenure at the Namakwa Sands Brand-se-Baai mine is authorized through two MPRDA Mining Rights covering a total of 13,100 hectares comprising the following farms: Graauwduinen 151 (portion 1), Rietfontein Ext 151 (portions 1 and 2), Goeraap 140 (portion 17), Hartbeeste Kom 165 (portions 1 and 3), Hartbeeste Kom 165 (portion 2), and Houtkraal (portion 5). All six mining rights have an expiry of March 31, 2037, for which 30-year extensions can be applied. In addition, Namakwa Sands has applications pending to convert three former Prospecting Rights (7,821 hectares) to Mining Rights. Namakwa holds another prospecting right with 5,758 hectares at a remote site situated 60km away from Brand-se-Baai. Mining authorizations in South Africa may be independent of access rights, and Namakwa Sands also holds surface rights totaling 17,111 hectares. All of our current mining operations and ore reserves at Namakwa Sands are secured Mining and Surface Rights.

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Namakwa Sands’ process water for the mining and concentration activities at Brand-se-Baai are held by Water License 17/F60C/BEG/1783 granted November 23, 2012. The regional climate in the coastal area of the Western Cape where we operate ranges from a Mediterranean climate at Saldanha to an arid or semi-arid climate at the mine, where the annual rainfall averages less than 200 mm. Consequently, conservation of fresh water and sea water is a high-priority in our environmental management program.

Mineral tenure for KZN Sands’ Fairbreeze mining project is held under two Mining Rights, KZN30/5/1/2/2/123MR and 164MR, granted for 30-year terms in September 2009 that expire in 2039. The two Fairbreeze Mining Rights cover a total 4,056 hectares, including 100% of our declared heavy mineral reserves.

In September 2013, the DWA granted us the primary water use license required for the construction and operation of the Fairbreeze Mine. An environmental organization, the Mtunzini Conservancy, subsequently appealed the decision, which under South African law automatically suspended issuance of the license. The DWA rejected the appeal and lifted the suspension on February 5, 2014.

Mineral Tenure — Australia

Mining laws and regulations in Australia are enacted at the state and territorial levels, such as the Western Australia Mining Act of 1978 (the “Mining Act”). The Mining Act contains provisions for a variety of tenement categories that include prospecting, exploration, retention and mining. Minerals in Australia are reserved to the Crown, although some historic “common law” mineral titles transferred to private parties under early land grants prior to 1899 are recognized.

Mineral tenure, exploration and mining licenses and most non-environmental mining matters are administered by the Western Australia Department of Mines and Petroleum. Mining operations in Western Australia are subject to a variety of environmental protection laws and regulations, including the Environmental Protection Act, the primary source of environmental regulation in Western Australia, and the Environment Protection and Biodiversity Conservation Act of 1999 (the “EPBCA”). The EPBCA establishes jurisdiction over environmental matters of potential national significance. Our Cooljarloo mining operations and mineral tenure in the Cooljarloo and Dongara project areas where we disclose reserves as of December 31, 2014 are primarily regulated by the Mining Act and the 1981 Mining Regulations.

State Agreements are contracts between the State of Western Australia and the proponents of major resources projects, and are intended to foster resource development and related infrastructure investments. Among other things, State Agreements specify the rights, obligations, terms and conditions for the development of major resources projects, and establish a framework for ongoing relations and cooperation between the State and the proponent of the project. These agreements are approved and ratified by the Parliament of Western Australia. The State Agreement relevant to our Australian operations and our production of mineral sands is the agreement authorized by the Mineral Sands (Cooljarloo) Mining and Processing Agreement Act 1988 (the “Cooljarloo State Agreement”). State Agreements may only be amended by mutual consent, which reduces the sovereign risk and increases the security of tenure, however Parliament may enact legislation that overrules or amends the particular State Agreement.

Our Cooljarloo mining operations are conducted on M268SA, being a mining lease covering 9,745 hectares granted pursuant to the Cooljarloo State Agreement. We believe all critical tenure are assured for the continuance of our Cooljarloo mining operation at least until 2020.

Our heavy mineral (“HM”) reserves at Cooljarloo West are located within the area of three exploration licenses granted by the State of Western Australia totaling 28,055 hectares. A portion of the Cooljarloo West tenure can be surrendered, subject to granting of two mining leases totaling 4,414 hectares, currently under application that cover our declared HM reserves at Cooljarloo West. An additional 29,161 hectares in the immediate Cooljarloo area are the subject of nine exploration licenses and one retention license of 81 hectares granted to Tronox or its predecessors. Our total tenement ownership at Cooljarloo-Cooljarloo West covers a total 57,297 hectares of active mining leases and exploration licenses.

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Tronox Western Australia mining leases and exploration licenses in the Cooljarloo district (left) and at Dongara (right).

Twenty mining leases, covering 17,890 hectares over the Dongara deposits have been granted by the State of Western Australia. Six of the leases are the subject of environmental proposals that have received approval from the Western Australia Environmental Protection Authority (“EPA”). The reserve estimates for Dongara are based on the results of a definitive feasibility study completed during 2013-2014.


Tronox integrated mine-mineral separation-slag operations in South Africa are Namakwa Sands, Western Cape Province with mining at Brand-se-Baai, mineral separation plant at Koekenaap, smelter & export facilities at Saldanha; and KZN Sands, KwaZulu-Natal Province (inset at lower right) with mine under construction at Fairbreeze, mineral separation plant & smelter at Empangeni, and export from Richards Bay. Inset at upper right shows Cooljarloo mine, Western Australia.

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Reporting of Ore Reserves and Mineral Resources

U.S. registrants are required to report ore reserves under SEC Industry Guide 7 standards, which defines a mineral, or “ore” reserve as “ that part of a mineral deposit that can be economically and legally extracted or produced at the time of the reserves determination .” Industry Guide 7 requires that sufficient technical and economic studies have been completed to reasonably assure economic extraction of the minerals, based on the parameters and assumptions current to the end of the reporting period.

The HM reserve estimates reported below are compiled from Mineral Resource and Ore Reserve Statements (“RR Statements”) prepared annually to reflect the estimated mineral resources and reserves as of December 31, 2014. The mineral reserve estimates are based on detailed geological, geotechnical, mine engineering and mineral processing, and financial models developed and reviewed by Tronox employees in South Africa and Australia, who possess years of experience directly related to the resources, mining and processing characteristics or financial performance of our operations. Additionally, our management and technical staff includes senior personnel who have remained closely involved with all three of our active mining and mineral processing operations since operations commenced.

Our mineral reserve estimates are guided by the mineral resource reporting standards of the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves, 2007 version, as amended 2009 (“SAMREC”), and the Joint Ore Reserves Committee of The Australian Institute of Mining and Metallurgy (2012) (“JORC”). SAMREC and JORC are two standards within an international family of mineral resource codes designed to ensure data validity, standardize methodologies for estimating the size and grades of mineral deposits, guide classifications of mineral resources and reserves, and enhance the transparency of mineral resource disclosures. Our annual RR Statements are generated and authorized by experienced Tronox resource professionals who integrate inputs from a wide range of disciplines, and are routinely audited by external consultants. Individuals responsible for our estimates of ore reserves are certified by the organizations that administer their respective codes and are subject to censure if they are found to be in violation of the reporting guidelines.

Heavy mineral reserves are sub-divided according to two levels of increasing confidence, as either “ Probable” or “ Proven ” Reserves. Under Industry Guide 7, disclosures of mineralized material that may have reasonable prospects for development but have not yet been fully evaluated to determine their economic mineability are not allowed. The term “economic,” as used in the definition of reserves, implies that profitable extraction under defined investment assumptions has been established to a high level of confidence.

SEC Industry Guide 7 differs from the SAMREC and JORC codes, but the methodologies for determination of mineral reserves, or “ore reserves,” are essentially equivalent to the methodologies endorsed under the SAMREC and JORC codes. Therefore, the Proven and Probable HM reserves stated in the table below are unmodified from the Proved and Probable HM reserves declared in the Mineral Resources and Reserves Statements submitted by our South African and Australian mines. Under SEC Industry Guide 7, SAMREC and JORC, Proven (or “Proved”) reserves are the highest category of ore reserve estimates, whereby the quantity and quality have been computed from detailed sampling, while Probable reserves provide lower geologic assurance.

The Proven and Probable HM reserves stated in the table that follows are therefore unmodified from the Proved and Probable HM reserves determined by Tronox professionals, whose mineral sands-specific experience and technical expertise qualify them as “competent persons” under their respective professional organizations. Under both the SAMREC and JORC codes, proved reserves may only be derived from mineralized material classified as measured resources , the mineral resource category with the highest level of confidence, and probable reserves are allowed to be derived from either measured or indicated resources . No comparable prescriptive procedure exists in SEC Industry Guide 7, which prohibits disclosures of non-reserve mineralized material, except when the reporting entity is listed on foreign exchanges that recognize the mineral resource mineral reserve classification scheme.

In spite of the international efforts to standardize mineral resource reporting, subjective judgments cannot be completely eliminated by modifications of the reporting guidelines. Following the acquisition of the mineral sands business of Exxaro in 2012, we established an internal Resource Technology and Development Group (“RTD Group”). Our RTD Group is composed of technical specialists with diverse technical skills from Australia and South Africa to evaluate our HM resource evaluation and development. Our RTD Group directs the sustainable development of our mineral reserves relative to our TiO 2 manufacturing requirements and financial

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goals. Our RTD Group assures that the preparation and reporting of our HM reserve estimates are consistent and accurate across the Tronox organization. Our reserve declarations are reviewed at multiple levels both in-house and externally, and our public disclosures are ultimately the products of successive, multi-faceted generations of technical audits.

The estimated reserves reported by Tronox are in situ, or in-place, bodies of economically and legally extractable mineralized material as of December 31, 2014. Block modeling software and techniques differ by mining operation, but the basic approach includes validation of digitized drilling data, statistical interpolations of spatial data to create “wireframe” representations of mineral deposit geometry and dimensions, followed by resource modeling that divides the deposit into a myriad of individual cells and sub-cells for further evaluation. Most of our mineral sands operations utilize multiple software programs for resource and mine modeling that have been adapted to the particular geologic, mineralization and mining characteristics of their ore deposits. A defined set of realistically assumed “modifying factors” are required under both SAMREC and JORC for the conversion of mineral resources to ore reserves, including mining dilution, mining and metallurgical recovery, economic, marketing, legal, environmental, infrastructure, social, and governmental factors. These modifying factors are equally applicable to classifications of ore reserves under SEC Industry Guide 7, which defines an ore reserve as “that part of a mineral deposit which can be economically and legally extracted or produced at the time of the reserve determination.”

Key to our long-term planning is the development and maintenance of a Life-of-Mine Plan (“LOMP”), whereby the reported reserves are included in a base case scenario for their exploitation. A LOMP is maintained for each of our three active mining operations, and is routinely reviewed by professionals from a range of disciplines to ensure their validity. The LOMP are linked to our internal mining-ilmenite beneficiation-TiO 2 pigment manufacturing and marketing value chain. The LOMP are used for long-term, strategic planning and are influenced by logical mine design and economic parameters. The LOMP for each unit takes into account the reserve base with respect to mining and processing rates and projected TiO 2 production, and involve forward-looking assumptions of operating costs, product sales volumes and prices, foreign exchange rates, and other inputs that are regularly re-evaluated for optimization of our mineral assets. Therefore, the LOMP include both our disclosed ore reserves as well as some portion of high-quality mineralization that has not been converted to reserves. Our operating cost and revenue assumptions are underpinned by our experience in the heavy mineral sands industry and our understanding of the business environment expected to prevail at the time of extraction of the reserves. The LOMP may therefore include some non-reserve mineralized material that will be investigated well in advance of their exploitation, as well as cost and revenue assumptions that vary slightly from the market conditions at the time of our reserve estimates. The reserve estimates disclosed in the table below are therefore different than the volumes and grades of mineralized material in each LOMP, and are believed to be in compliance with SEC Industry Guide 7 requirements to the maximum possible extent.

Mine modeling imposes practical excavation boundaries for the mining methods employed, and the modified volumes and grades are applied during the conversion of resources to reserves. Extraction boundaries and production schedule scenarios are derived from models for which realistic assumptions and estimates have been applied and interpreted by our mining staffs to have reasonable prospects for economic extraction. The modifying factors and other parameters are fluid, and there is no assurance of future economic viability, or that the material in our LOMP will ever be mined. Once the mineralized material is placed into the LOMP, the tonnages envisaged to be mined (“run-of-mine”) may include dilution from a relatively small volume of poorly mineralized material, if its inclusion is necessary or practical to satisfy mine engineering parameters. Our dilution factors are negligible for dry mines but approximately 5% for dredge mining, which has lower unit costs but is less selective. Dilution factors are independent from overburden or internal waste removal and handling, costs for which, if applicable, are factored into the economic block models. Our “nominal” cut-off grades are included in the notations in the reserves table below, in the interest of transparency and to satisfy resource and reserves reporting requirements. The cut-off-grades disclosed may not, however, reflect the actual ore extraction boundaries at the time of exploitation.

Our reserve estimates and each LOMP are underpinned by 3-D resource block models that incorporate geospatial data such as heavy mineral grades and distributions, geological domains, and geostatistical validation. The resource models are integrated with economic modeling that involves mine scheduling, engineering parameters, removal of overburden (if present), tailings management, internal transportation, environmental management, and rehabilitation. The economic modeling determines extraction boundaries based on positive

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future cash flows from commercial minerals (zircon, rutile, leucoxene, non-integrated ilmenite) and upgraded ilmenite products (Ti-slag, synthetic rutile, pig iron), net of mining and processing costs. Marketing assumptions allow for our internal consumption of TiO 2 feedstocks, and future sales prices for mineral products. Mining cost assumptions are based on operating expenses for comparable extraction methods at our operating mines and heavy mineral processing experience at our three mine support products facilities and costs for conversion of ilmenite to slag and pig iron in South Africa and to synthetic rutile in Western Australia.

Heavy Mineral Reserves

At December 31, 2014, our total HM reserves were approximately 1.26 billion metric tons (“MT”) of ore at a group-wide, weight-averaged grade of 6.7% total heavy mineral (“THM”), or a total in-place reserve of 69.4 million MT contained THM. Our group-wide estimated in-place valuable heavy minerals amount to 31.5 million MT of ilmenite, 5.4 million MT of rutile and leucoxene, and 6.7 million MT of zircon. Recoveries of valuable heavy minerals vary widely, and our reserve estimates account for VHM losses during mining and processing.

Other than titanium minerals and zircon, other minerals of potential value are often present to variable degrees in our HM reserves. No speculative values from these by-product minerals have been factored into our reserve estimates.

The following table summarizes our heavy mineral ore reserves and their contained in situ THM and heavy mineral assemblages as of December 31, 2014. Downward or upward movements in our total heavy mineral estimates from December 31, 2013 to December 31, 2014 are indicated.

RESERVE
CATEGORY
ORE
RESERVES
(million MT)
GRADE
(THM %)
IN-PLACE
THM
(000s MT)
VHM ASSEMBLAGE (% of THM)
CHANGE
2014-2013
(000s MT
THM)
MINE / DEPOSIT
ILMEN
-ITE
RUT
-ILE
LEUCO
-XENE
ZIR-
CON
NAMAKWA SANDS (ACTIVE 2-PIT OPEN
CUT DRY MINE) - WESTERN CAPE RSA
Proven
 
371
 
 
7.6
 
 
28,348
 
 
39.9
 
 
2.5
 
 
5.8
 
 
9.6
 
 
(1,972
)
Probable
 
297
 
 
6.3
 
 
18,825
 
 
39.9
 
 
2.6
 
 
5.8
 
 
10.0
 
 
(451
)
NAMAKWA SANDS TOTAL RESERVES
 
668
 
 
7.1
 
 
47, 173
 
 
39.9
 
 
2.6
 
 
5.8
 
 
9.7
 
 
( 2,423
)
KZN SANDS FAIRBREEZE (HYDRAULIC
OPEN CUT MINE IN CONSTRUCTION) -
KWAZULU-NATAL RSA
Proven
 
139
 
 
7.1
 
 
9,906
 
 
62.1
 
 
3.5
 
 
1.7
 
 
8.4
 
 
0
 
Probable
 
45
 
 
4.6
 
 
2,084
 
 
53.2
 
 
3.2
 
 
1.8
 
 
7.3
 
 
0
 
KZN SANDS TOTAL RESERVES
 
184
 
 
6.5
 
 
11,990
 
 
60.5
 
 
3.4
 
 
1.7
 
 
8.2
 
 
0
 
TOTAL SOUTH AFRICA PROVEN RESERVES
 
510
 
 
7.5
 
 
38,254
 
 
44.8
 
 
5.8
 
 
3.2
 
 
9.3
 
 
(1,972
)
TOTAL SOUTH AFRICA PROBABLE RESERVES
 
342
 
 
6.1
 
 
2 0 , 909
 
 
40.2
 
 
5.4
 
 
3.4
 
 
9.7
 
 
(451
)
TOTAL RESERVES SOUTH AFRICA (100%)
 
852
 
 
6.9
 
 
59, 163
 
 
43.2
 
 
5.6
 
 
3.3
 
 
9.4
 
 
(2, 423
)
TOTAL RESERVES SOUTH AFRICA (TRONOX 74%)
 
631
 
 
6.9
 
 
43, 781
 
 
43.2
 
 
5.6
 
 
3.3
 
 
9.4
 
 
(1, 793
)
COOLJARLOO (ACTIVE DREDGE/ DRY
MINE) - WESTERN AUSTRALIA
Proven
 
238
 
 
2.0
 
 
4,693
 
 
60.9
 
 
5.1
 
 
2.5
 
 
9.7
 
 
961
 
Probable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(554
)
COOLJARLOO TOTAL RESERVES
 
238
 
 
2.0
 
 
4,693
 
 
60.9
 
 
5.1
 
 
2.5
 
 
9.7
 
 
407
 
COOLJARLOO WEST (PLANNED
DREDGE MINE) - WESTERN AUSTRALIA
Proven
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Probable
 
105
 
 
2.0
 
 
2,107
 
 
60.5
 
 
5.4
 
 
2.9
 
 
12.2
 
 
2,107
 
COOLJARLOO WEST TOTAL RESERVES
 
105
 
 
2.0
 
 
2,107
 
 
60.5
 
 
5.4
 
 
2.9
 
 
12.2
 
 
2,107
 
DONGARA (FUTURE OPEN CUT DRY
MINE) - WESTERN AUSTRALIA
Proven
 
65
 
 
5.1
 
 
3,325
 
 
49.2
 
 
6.2
 
 
2.7
 
 
11.1
 
 
0
 
Probable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DONGARA TOTAL RESERVES
 
65
 
 
5.1
 
 
3,325
 
 
49.2
 
 
6.2
 
 
2.7
 
 
11.1
 
 
0
 
TOTAL W. AUSTRALIA PROVEN RESERVES
 
303
 
 
2.7
 
 
8,018
 
 
56.0
 
 
5.6
 
 
2.6
 
 
10.3
 
 
961
 
TOTAL W. AUSTRALIA PROBABLE RESERVES
 
105
 
 
2.0
 
 
2,107
 
 
60.5
 
 
5.4
 
 
2.9
 
 
12.2
 
 
1,553
 
TOTAL RESERVES WESTERN AUSTRALIA (100%)
 
408
 
 
2.5
 
 
10,125
 
 
57.0
 
 
5.5
 
 
2.7
 
 
10.7
 
 
2,514
 
GLOBAL HM ORE RESERVES (100%)
 
1,2 60
 
 
6.7
 
 
69, 288
 
 
 
 
 
 
 
 
 
 
 
 
 
 
91
 
GLOBAL HM ORE RESERVES (TRONOX EQUITY)
 
1,03 9
 
 
6.7
 
 
5 3,906
 
 
 
 
 
 
 
 
 
 
 
 
 
 
721
 

Notations for the above HM reserves table:

MT — All measures of mass are expressed in MT, including Ore Reserves based on the in-place content of THM.

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ORE RESERVES — The portions of our inventories of mineralized material that can be economically and legally mined and processed at the time of the reserves determination. Reserves are supported by iterative technical and economic evaluations that allow for mining and processing recoveries and estimated costs, marketing costs and assumptions, environmental, regulatory, social and other relevant factors. Ore reserves are classified as either Probable Reserves or Proven Reserves according to an increasing level of confidence. Our reserve estimates may include small amounts of low-grade material that would not be economic on their own merits, but have spatial relationships with more profitable ore that justifies their mining and processing.

THM Grade — The average per cent by weight of THM in ore. HM are by definition minerals of densities >2.95 g/cm 3 . THM include both VHM of ilmenite, rutile, leucoxene and zircon, and other heavy minerals of no or uncertain commercial value. Our reserve estimates account only for the value of the titanium minerals and zircon, without revenue assumptions for other HM byproducts that may be sold. We do not apply strict cut-off grades for our estimated reserves, boundaries of which are determined from detailed, three-dimensional block models that merge the spatial domains of the mineral deposit with realistic economic assumptions. Nominal cut-off grades for each ore deposit (reported here to conform to SEC Industry Guide 7) are: Namakwa Sands - 0.2% zircon; Fairbreeze - 1.5% ilmenite; Cooljarloo/Cooljarloo West - 1.3% THM; Dongara - 2% THM.

THM Reserves — The in situ THM estimated to be contained in the calculated reserve category. Estimated production of VHM from the THM reserves is based on the heavy mineral assemblage of each block in the mine model and our experience with recoveries of similar material. Mining recoveries are typically high, approaching 100%. Metallurgical recoveries vary according to the physical characteristics of the individual minerals that affect the ability of separation and concentration equipment to capture them. Cumulative recovery factors from mining and primary concentration through mineral separation in our operations are in the general range 60% to 95%. Mineral separation plant tailings known to contain significant percentages of unrecovered valuable HM are stockpiled for possible future recovery of VHM, but their potential value is excluded from the revenue assumptions used for reserve estimates.

CHANGE 2014 from 2013 reflects the increase (positive number) or decrease (negative number) from December 31, 2013 to December 31, 2014 of the estimated in-place total heavy mineral reserves. Year-on-year changes result from depletion, determination of reserve additions, and adjustments to the assumptions used in the short-term LOMP model. With the exception of Cooljarloo West, for which we disclose reserves for the first time, none of the total THM reserves for any mine or project at December 31, 2014 differ by more than 5% from our reserve estimates of December 31, 2013. A decrease of less than 5% in THM reserves at Namakwa Sands is due mostly to mining depletion. Other minor increases or decreases are due to mine depletion and adjustments to mine models.

TRONOX DIRECT EQUITY interest in Namakwa Sands and KZN Sands is through its 74% interest in Tronox Mineral Sands (Pty) Ltd. The remaining 26% interest in Tronox Mineral Sands (Pty) Ltd is owned by Exxaro Sands (Pty) Ltd or its affiliates.

The following table compares the heavy mineral reserves reported for the years ending December 31, 2014, 2013 and 2012:

Reserve
Life-Of-Mine
December 31,
2014
2013
2012
(In thousands of MT)
Namakwa Sands >20 years
 
47,173
 
 
49,596
 
 
37,804
 
KZN Sands >12 years
 
11,990
 
 
11,990
 
 
10,258
 
Total South Africa
 
59,163
 
 
61,586
 
 
48,062
 
Cooljarloo 14 years
 
6,800
 
 
4,286
 
 
4,854
 
Dongara
 
3,325
 
 
3,325
 
 
3,324
 
Jurien
 
 
 
 
 
1,240
 
Total Western Australia >20 years
 
10,125
 
 
7,611
 
 
9,418
 
Total Tronox (100%)
 
69,288
 
 
69,197
 
 
57,480
 

Reserve Life-of-Mine in the table above refers to the number of years in the current LOMP that are supported by our proved and probable total heavy mineral reserves. The actual mined material in the LOMP’s include non-reserve mineralized material not currently determined to be reserves under the guidelines of SEC Industry Guide 7, and are therefore of longer duration than the years shown above.

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Our three mining operations maintain active HM exploration programs that emphasize improvements to the existing LOMP through additions to our reserve bases. Mineralized material classified under SAMREC and JORC rules according to increasing levels of confidence as inferred , indicated or measured resources at each of our three operations. Mineralized material within the reach of our existing mine infrastructure is of higher-priority for exploration, but without any assurance of future exploitation.

Our 2014 production of commercial heavy minerals, upgraded TiO 2 feedstock, zircon and other by-products were as follows:

Tronox Operation
Ilmenite (1)
Rutile &
Leucoxene
Zircon
Synthetic
Rutile
Chloride
Slag
Pig
Iron
Other (2)
(In thousands of MT)
Namakwa Sands
 
625
 
 
26
 
 
114
 
 
 
 
161
 
 
120
 
 
49
 
KZN Sands
 
 
 
 
 
 
 
 
 
108
 
 
117
 
 
 
Western Australia
 
438
 
 
65
 
 
64
 
 
217
 
 
 
 
 
 
25
 
TOTAL 2014
 
1,063
 
 
91
 
 
178
 
 
217
 
 
269
 
 
237
 
 
74
 

(1) Ilmenite includes ilmenite integrated with titanium slag in South Africa or synthetic rutile in Western Australia.
(2) “Other” includes staurolite, activated carbon and slag fines.

Heavy Mineral Deposit Geology and Mining Operations

Deposits of heavy mineral sands are concentrations of abrasion-resistant sand of high density (conventionally above 2.9 gm/cm 3 ) that are commercial sources of titanium, zirconium, rare earths, chromium, garnet, magnetite, niobium-tantalum, thorium, tungsten, and gemstones. Heavy mineral sand deposits containing commercial quantities and concentrations of titanium oxide minerals, ilmenite, rutile, and zircon are a distinct class of ore deposit, inclusive of all ore deposits currently mined or contemplated for mining.

Our mineral sands mining operations are situated on three coastal plains: the Western Coastal Plain of South Africa bordering the Atlantic Ocean (Namakwa Sands); the narrow Eastern Coastal Plain bordering the Indian Ocean (KZN Sands); and the Indian Ocean of Western Australia. Our heavy mineral deposits reflect the accessory mineralogy of their respective bedrock provenances: Namaqualand Metamorphic Complex (Namakwa Sands); Natal Metamorphic Complex and Kaapvaal Craton (KZN Sands); and Yilgarn Craton (Western Australia).

Namakwa Sands, Western Cape, South Africa

Namakwa Sands is an integrated mine-mineral separation-smelting-export production chain on the Atlantic Coast of Western Cape, South Africa. Our Namakwa Sands operations are divided administratively into Northern Operations and Southern Operations.

Northern Operations

1) Mine, primary and secondary concentration at Brand-se-Baai located 385 km north of Cape Town. HM ore is mined from two open cut mines by excavators in two open cut dry mines, the West and East pits, each with a dedicated PCP (wet gravity). Heavy mineral concentrate (“HMC”) slurry from each PCP is pumped to a shared secondary concentration plant, where separate magnetic and non-magnetic concentrates are produced from wet high intensity magnetic separation. Both magnetic and non-magnetic HMC are transported 52 km by truck to the mineral separation plant.
2) Koekenaap Mineral Separation Plant. Commercial concentrates of zircon and rutile and ilmenite feed for titanium slag are separated from the HMC. All products are transported by rail about 300 km to Saldanha.

Southern Operations

3) Saldanha smelter located 105 km north of Cape Town, where ilmenite is fed to two open-arc DC furnaces with a minimum annual production capacity of 190,000 MT/year titanium slag and 100,000 MT/yr pig iron.

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4) Saldanha export facilities which includes storage facilities and superb deepwater port infrastructure for export of 400,000 to 450,000 MT per year of final products of slag, pig iron, and two grades each of zircon and rutile.

The Namakwa integrated mineral processing project was commissioned in 1993 by Anglo American plc. Phase I of the project reached full operation in 1995 with the start-up of a 25 megawatt DC arc furnace. A second 35 megawatt DC furnace was commissioned in 1999. Namakwa Sands was acquired by Exxaro Resources Ltd in 2008, and the mineral sands division of Exxaro was combined with Tronox in 2012. Total ore from 21 years of past mining of the Namakwa ore body plus our current reserves exceeds over one billion MT.


Ore mining at Namakwa involves stripping of a thin surficial layer of reddish-colored, quartz-rich aeolian sand known as the Red Aeolian Sand (“RAS”), followed by a much thicker mineralized unit of orange-colored, feldspar-rich paleodune sands, the Orange Feldspathic Sand (“OFS”). Underlying the OFS at the base of the mineralized complex is a volumetrically small but high-grade paleo-strandline unit with locally 40% THM or higher. The mineralized RAS forms a sheet-like layer of aeolian sand over an approximate area of 17,000 hectares, interpreted as a backshore dune field derived from multiple strand line deposits.

Approximately 90% of the 668 million MT estimated ore and 92% of the 47.3 million THM in our Namakwa reserve statement are hosted by the orange feldspathic sand. Most of the remaining 10% is hosted by the RAS, with less than 2% in the strandline deposit. The OFS is interpreted as the remnant of a long-lived, reworked aeolian dune sand complex. The OFS exhibits considerable internal variability, including lenses and one continuous layers of hard, calcite- or silica-cemented sand, or “ duricrust ,” immediately below the RAS unit. Such hard layers are common in arid environments due to precipitation of cryptocrystalline silica or calcite from alkali-saturated groundwater. The duricrust is detrimental to efficient mining and processing, and — where strongly-developed — effectively sterilizes material that would otherwise be considered ore. Such zones are excluded from our ore reserve estimates.

The basal strandline HM deposits define a J-shaped embayment in the ancient coastline that is now occupied by the very slight embayment of Brand-se-Baai. Similar J-shaped bays act as depositional traps for heavy mineral accumulations and are genetically-associated with some major HM deposits such as Eneabba, Western Australia. Recent Emergent Terraces, which are heavy mineral concentrations within 500 meters of the modern high-tide mark in the Namakwa area, are excluded from our mining permit.

The Namakwa HM assemblage is diverse and variable, particularly in the OFS, the host for the majority of our HM reserves. The deposit-wide VHM: THM ratio averages about 51:49. Ore determination is guided by higher VHM grades, particularly zircon. Total HM grades tend to be higher toward the base of the OFS, but the mineralized section matures upward with a higher VHM to THM ratio. The approximate 51% VHM consist of zircon, rutile and ilmenite, while the remaining heavy minerals are a diverse assemblage dominated by garnet

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and pyroxene that also contains variable kyanite, monazite, magnetite, and other heavy minerals of limited or speculative commercial value. Namakwa ilmenite exhibits a range of Ti:Fe ratios that reflect the original variability in titanium-iron oxide HM derived from the basement source rocks.

The division of the Namakwa deposit into the “West” and “East” open cut mine pits is entirely arbitrary, defined by the mine’s north-trending access road. Geologic, resource, and economic modeling are performed separately for the two mining operations with respect to their ore and mineralogical character. Because mining and mineralogical characteristics are sensitive to lithologies and duricrust layers, Geological modeling on 50m x 50m x 1m blocks reflects the significance of the vertical variability in ore character in terms of mining and processing. Individual blocks may be further subdivided according to ore types, detailed geostatistical analyses, and specific exploitation strategies applied by a very experienced mine staff. Economic modeling is strongly influenced by zircon values, for which rigorous geostatistical analyses are applied.

Historic mining in the East pit has exploited only RAS ore, but a detailed evaluation of the East mine mineralization culminated in 2013 with the addition of approximately 250 million MT of OFS ore to our Namakwa reserves. A new PCP will be constructed for treatment of OFS ore from the East pit starting 2018, and an additional East PCP upgrade scheduled for 2023 will increase East pit ore extraction to about ten million MT per year. Average ore production from the West mine pit averages 13.8 Mt through 2044 in the LOMP. Most of the declared Namakwa ore reserves are in the West pit LOMP. US-based investors are cautioned, however, that the Life-of-Mine Plan for Namakwa includes non-reserve mineralized material that currently has no assurance of economic extraction.

The combined RAS, OFS and strandline HM mineralization are differing styles within a single, very large HM deposit, the overall dimensions of which extends approximately 15 kilometers in a northeasterly direction, with a maximum width of four kilometers and a total thickness that varies up to 40 meters. A portion of the apparent size of the mineralized mass of the Namakwa deposit is currently classified by Namakwa Sands resource specialists as measured , indicated or inferred resources under SAMREC reporting guidelines, and a portion of those non-reserve estimates is included in our total 12.31.2014 proven reserves plus probable reserves estimate of 667.9 million MT at average grade 7.06% THM. However a significant amount of non-reserve mineralized material is included in our current LOMP, the base case of which extends to the year 2054, and US investors are cautioned that economic mineability of any non-reserve material is not assured.

KZN Sands, KwaZulu-Natal Province, South Africa

KZN Sands is an integrated mine-mineral separation-smelting-export operation in the province of KwaZulu-Natal on South Africa’s east coast, including the following key components:

1) Fairbreeze heavy mineral mine, a new mine now in construction approximately 45 kilometers south-southwest of Richards Bay: and
2) Central Processing Complex at Empangeni, consisting of a mineral separation plant for production of commercial rutile and zircon concentrates and ilmenite feed to two electric-arc furnaces for the production of titanium slag and pig iron.

The integrated mining-processing operation now known as KZN Sands was conceived by Exxaro Mineral Sands’ predecessor, Iscor Heavy Minerals (“IHM”), who initiated a detailed feasibility study in 1995. The mining division of Iscor was reorganized as Kumba Resources, a major equity owner of Australian mining firm Ticor (then 50% owner of the Tiwest Joint Venture in Western Australia), who acquired 40% of IHM and management control of the project in 2001 as Ticor South Africa. TSA commissioned the now-depleted Hillendale mine and integrated Empangeni Central Processing Complex in 2002-2003. The unbundling of Kumba in 2006 placed KZN Sands under empowerment mining company Exxaro Resources Ltd, and the acquisition of Exxaro’s mineral sands business by Tronox in 2012 placed a 74% controlling interest of KZN Sands under Tronox.

KZN Sands will utilize hydraulic mining at Fairbreeze to disaggregate the ore with high-pressure water jets and wash the slurry into a collection sump for screening of oversize. The remaining ore slurry will be pumped to a nearby PCP (“wet”) for gravity concentration and de-watering of the heavy mineral concentrate. At Fairbreeze, about 25 kilometers southwest of the now-depleted Hillendale mine, water recycling and other best practices will be employed to minimize environmental impacts. We believe all critical licenses and permits for Fairbreeze have been obtained, including a key water use license approved in 2013 and upheld in 2014 by the South African

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Department of Water Affairs. Exploitation of 100% of our estimated 184.3 million MT ore reserves at an average grade of 6.51% THM is subject to future extensions and renewals of existing permits and licenses and approvals for other routine legal authorizations over the LOM, for which we have realistic expectations.

Fairbreeze HMC will be hauled approximately 45 km by truck to the Empangeni central processing complex, where about 30,000 MTs rutile and 60,000 MT of zircon per year will be separated from ilmenite using magnetic and electrostatic separation equipment custom-designed for the KZN heavy mineral assemblage. Zircon is fed to a hot acid leach circuit to remove iron coatings and further refined through wet separation techniques. Common to all ilmenite on the eastern South African coast, the Fairbreeze ilmenite concentrate contains discrete grains of chromite, which are deleterious to TiO 2 pigment manufacturing. At Empangeni, chromite is removed from the ilmenite via roasting and magnetic separation prior to being fed to two 36MW DC electric-arc furnaces, commissioned in 2003 and 2005, with a combined annual production capacity of up to 220,000 MT titanium slag suitable for chloride-route TiO 2 pigment manufacture, 121,000 MT low-manganese pig iron, and minor amounts of slag fines (produced from crushing of the cooled slag) marketable to sulfate-route TiO 2 pigment manufacturers. All products are transported 22 km to Richards Bay for export.

The Fairbreeze HM sand deposits are hosted by a NNE-trending compound strandline/paleodune complex approximately two kilometers inland from the modern coastline and are part of a coastal dune field parallel to the southeastern coast of Africa from northeastern Mozambique to south of Durban. The Fairbreeze paleodune complex is an elongate body extending south-southwestward from the town of Mtunzini for about 12 kilometers, reaching a maximum width of about two kilometers and a maximum elevation of 109 meters. The Fairbreeze heavy mineral deposit near the top of the paleodune complex may once have been continuous over most of the dune field’s 12 km length, but dissection of the dune topography by modern drainages perpendicular to the dune trend intermittently truncated the deposit into five discrete bodies, termed Fairbreeze A, B, C, C-Extension and D.

The deposit is hosted by fine-grained sand and silt of the Pliocene-Pleistocene Berea Red Sands, which acquired a distinctive red coloration from oxidation and degradation of iron-bearing minerals. The geologic evolution of the coastal plain of KwaZulu-Natal can be traced to the Early Cretaceous development of the Mozambique Coastal Plain in response to the break-up of the Gondwana Supercontinent. Episodic sedimentation, eustatic sea levels and reworking of coastal beach and dune sands throughout the late Mesozoic and Cenozoic culminated in the formation of the Berea Red Sands, which host heavy mineral deposits elsewhere on the southeastern coastline of Africa.

During the transition to our Fairbreeze mine, the Empangeni smelter continued to produce titanium slag during 2014 from our internally-sourced ilmenite stockpiled at Namakwa Sands and Empangeni.

Northern Operations, Tronox Western Australia

The integrated supply chain consisting of the Cooljarloo mine, Chandala mineral separation plant and synthetic rutile metallurgical complex, and the Kwinana TiO 2 pigment plant were commissioned in 1989.

Our Western Australia mining and mineral tenure, described earlier in this filing, are summarized here in hectares:

Deposit or Operation
Hectares under
Mining Lease(s)
Hectares under
Exploration Leases
Total Tenement
Coverage
Cooljarloo-Cooljarloo West
 
9,745
 
 
38,598
 
 
48,343
 
Dongara
 
17,889
 
 
0
 
 
17,889
 
Jurien
 
2,056
 
 
0
 
 
2,056
 
Tronox W.A. Total
 
29,690
 
 
38,598
 
 
68,288
 

Our Cooljarloo mine, approximately 17 km north of the village of Cataby and approximately 170 km north of Perth, has been in continuous production since its start in 1989, producing over 15 million MT of heavy mineral concentrates over its approximate 25-year life. The Cooljarloo HMC is of exceptional quality, containing on average over 75% VHM. The highly-weathered ilmenite at Cooljarloo has been naturally upgraded to a porous, high-TiO 2 % ilmenite of exceptional performance characteristics in the Becher-process synthetic rutile kiln at Chandala. Multiple grades of leucoxene, zircon, and natural rutile from Chandala are transported to Bunbury or other Western Australia ports for export.

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A series of partially overlapping or stacked marine strandlines are the predominant host for economic HM deposits at Cooljarloo that we excavate from two mines:

Cooljarloo Dredge mine, where two dredges with a combined digging capacity of approximately 3,000 MT per hour pump ore slurry to a common floating primary concentrator, or “wet plant” at a matching capacity of 3,000 tph ore feed; and
Cooljarloo North mine, a dry mine where a higher-grade ore with thin or no overburden is excavated by a contractor via “dozer trap” mining methods.

Most of the ore bodies at Cooljarloo are at or below the water table and thus permissible for dredge mining. Dredge mining is typically much less expensive on a unit basis than conventional “dry” mining but with less flexibility in terms of selective mining. Two cutter-suction dredges of capacities 2400 tph and 600 tph work in tandem in a common dredge mine pond, feeding a common floating gravity concentrator, or “wet plant,” of synchronized 3000 tph capacity. Overburden at the dredge mine is contract-mined by excavator-and-truck at a overburden-to-mass ratio of 0.3 in our mine plan.

The Cooljarloo dredge mine was commissioned in 1989 with an estimated mine-life of approximately 25 years, and has been in continuous operation since. Since its start, the moving dredge mine pond has traversed approximately 13 kilometers in a reverse J-shaped path. For the past seven years has mined the “gr6” ore body, a single, continuous mineralized sand body elongate about six kilometers in a north-south direction, with a width up to three km and a thickness of 20-25 meters. The ore is easily dredgeable; however it is low-grade. It is interpreted as a composite of at least two separate, reworked marine strandlines at a present elevation of about 70 meters above modern sea level. The deposit narrows to a series of higher-grade strands surrounded by a lower-grade “halo” before its depletion in 2016-2017, at which time the dredge mine progresses northward into multiple new ore bodies of variable geometries and grades. Results from drilling during 2013-2014 and adjustments to the revised LOMP model add approximately 400,000 MT THM to the Cooljarloo reserves, net of 2014 mining depletion.

Improved operating efficiencies have allowed the Cooljarloo mining operations to exploit very low grade dredge-mineable ore, and our current Cooljarloo reserves support a future mine-life of at least 10 years. Mineralization at the adjacent Cooljarloo West project is very similar to that of Cooljarloo, and has been determined to be dredgeable by a detailed evaluation during 2009-2014 that includes over 90,000 meters of new drilling, metallurgical testing and resource-economic modeling. A maiden probable ore reserve of just over 100 million MT containing 2 million MT THM is disclosed in this filing, based on three separate deposits informally named Woolka Road, Kestrel and Harrier. Cooljarloo West can be sequenced into the long-term LOMP after depletion of dredgeable ore at Cooljarloo, for a combined reserve-supported LOM of 14 years. Our future heavy mineral reserve disclosures may combine Cooljarloo West and Cooljarloo.

Cooljarloo is among the largest mines of any kind in Australia. Both mines have independent primary concentrators (“wet plants”), producing a combined average of 600-650 thousand MT per year of HMC. HMC is transported by “road trains” 110 km to the Chandala processing plant near Muchea, 60 km north of Perth, where it is separated into valuable concentrates of rutile, leucoxene and zircon for export and ilmenite feed to our synthetic rutile kiln. Most or all of the Chandala synthetic rutile production capacity of approximately 220,000 MT is consumed by our Kwinana TiO 2 pigment plant, 30 km south of Perth. Our 2014 production of commercial heavy minerals totaled 592 thousand MT, of which ilmenite was 74%; rutile and leucoxene - 11%; zircon - 11%; and s - 4%. Synthetic rutile production in 2014 was 217 thousand MT.

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The table above provides a location map of Tronox Western Australia ore reserves, mining and processing assets, including the Cooljarloo mine, Chandala processing plant and Kwinana TiO 2 pigment plant. Future mines with heavy mineral reserves include dry mining of the Dongara ore body and dredge mining at Cooljarloo West, an extension of our current Cooljarloo mining operations.

A strategic goal for our Western Australia operations, underpinned by our LOMP, is to sustain HMC production and ilmenite feed to the Chandala synthetic rutile plant through the next decade. Our LOMP is basically a road map to guide our resource utilization decision process. Our extensive geologic and analytical database is uploaded to commercial mining software programs (Maptek Vulcan, Easimine) for geostatistical validation and building of a detailed 3D block model of the deposit. The block model is evaluated by an in-house pit optimization process that applies variable sales price assumptions to a range of revenues-to-mining and processing cost ratios. The resulting “ what if ” options are reviewed in detail by an in-house interdisciplinary team led by our business analyst and mine planning engineer to select a preferred option for exploitation, based on resource management criteria, net present value and earnings before interest and taxes measures. Minor adjustments are made routinely to our Western Australia LOMP, and more thorough, comprehensive re-evaluations are performed at least every few years by a multidisciplinary technical team. Our last comprehensive LOMP review, completed in late 2013, and serves as our current “road map” for future resource development.

Ongoing exploration and detailed evaluation continues at our Dongara project, approximately 20 kilometers southeast of the eponymous coastal town and about 50 km north of the world-class Eneabba HM sands district. Dongara consists of at six or more physically separate HM deposits associated with up to five north-trending marine strandlines of inferred Quaternary age, at elevations between 10 and 50 meters above modern sea level. The Dongara strands tend to be narrow and high-grade with halos of lower-grade material, and overlain by variable thicknesses of overburden. Our proven reserves of 65 million MT at 5.1% THM are determined from the results of a feasibility study completed in 2013 for sequenced exploitation from five open cut mines. HMC from Dongara would be truck-hauled 230 kilometers to the Chandala processing plant. Continued evaluation of Dongara will include a conceptual dry-dredge mining combination. The currently-stated reserves are based solely on the dry mining studies.

The Cooljarloo district lies within a corridor several kilometers wide of sub-parallel mineralized marine strandlines, extending from the village of Cataby nearly continuously 40 kilometers north-northwest. Cooljarloo is currently the only active heavy mineral mine of significance in the northern Swan Coastal Plain, where 15-20% of the global titanium feedstock historically has been produced from large mining complexes at Eneabba (Iluka and predecessors, 1974-present) and Cooljarloo (Tronox and predecessors, 1989-present) and smaller mines at Jurien (WMC, 1972-1974, now owned by Tronox) and Gingin (Iluka, 2005-2009). Significant deposits

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of HM in the region are hosted by paleo-strandlines and paleo-dune fields at elevations ranging from 20 to 170 meters above the modern sea level. The northern Swan Coastal Plain deposits are commonly associated with the Gingin Scarp, a wave-cut escarpment at the eastern margin of the Swan Coastal Plain, which exerted a major control on their formation, along with river and stream discharge locales and — especially at Eneabba — J-shaped coastline embayments.

Item 3. Legal Proceedings

Refer to Note 19 of Notes to Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Market for our Class A ordinary shares

Our Class A Shares began trading on the New York Stock Exchange on June 18, 2012 under the symbol “TROX.” There is no public trading market for our Class B Shares, which are held by Exxaro.

The following table sets forth, for the fiscal quarters indicated, the high and low sales prices per share of our Class A Shares, and the dividends declared during 2014 and 2013.

Sales Price
Dividends
per Share
High
Low
2014
 
 
 
 
 
 
 
 
 
Fourth quarter
$
26.06
 
$
19.74
 
$
0.25
 
Third quarter
$
31.05
 
$
24.28
 
$
0.25
 
Second quarter
$
27.95
 
$
22.27
 
$
0.25
 
First quarter
$
25.25
 
$
21.45
 
$
0.25
 
2013
 
 
 
 
 
 
 
 
 
Fourth quarter
$
24.99
 
$
20.75
 
$
0.25
 
Third quarter
$
26.99
 
$
19.00
 
$
0.25
 
Second quarter
$
23.97
 
$
18.52
 
$
0.25
 
First quarter
$
21.90
 
$
18.15
 
$
0.25
 

Holders of Record

As of January 31, 2015, there were approximately 480 holders of record of Class A Shares. This does not include the shareholders that held shares of our Class A Shares in a nominee or “street-name” accounts through banks or broker-dealers.

Share Repurchases

On June 26, 2012, the Board authorized the repurchase of 10% of Tronox Limited voting securities in open market transactions. During 2012, we repurchased 12,626,400 Class A Shares, affected for the 5-for-1 share split, at an average price of $25.84 per share, inclusive of commissions, for a total cost of $326 million. Repurchased shares were subsequently canceled in accordance with Australian law. On September 27, 2012, we announced the successful completion of our share repurchase program.

Item 6. Selected Financial Data

The following table sets forth selected historical financial data for the periods indicated. In connection with its emergence from bankruptcy, Tronox Incorporated applied fresh-start accounting under Accounting Standards Codification 852, Reorganizations as of January 31, 2011. Accordingly, the financial information of Tronox

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Incorporated set forth in this Form 10-K, unless otherwise expressly set forth or as the context otherwise indicates, reflects the consolidated results of operations and financial condition on a fresh-start basis for the period beginning February 1, 2011 (“Successor”), and on a historical basis for the period through January 31, 2011 (“Predecessor”).

The statement of operations data and supplemental information for the years ended December 31, 2014 and 2013 reflect the consolidated operating results of Tronox Limited. The statement of operations data and supplemental information for the year ended December 31, 2012 reflect the consolidated operating results of Tronox Incorporated prior to June 15, 2012, and, from June 15, 2012 through December 31, 2012, reflect the consolidated operating results of Tronox Limited. The statement of operations data and the supplemental information for the eleven months ended December 31, 2011, one month ended January 31, 2011, and year ended December 31, 2010 reflect the consolidated operating results of Tronox Incorporated. The balance sheet data at December 31, 2014, 2013, and 2012 relate to Tronox Limited, and at December 31, 2011, January 31, 2011, and December 31, 2010 relate to Tronox Incorporated. This information should be read in conjunction with our Consolidated Financial Statements (including the notes thereto) and our “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Successor
Predecessor
Year Ended December 31,
Eleven Months
Ended
December 31,
2011
One Month
Ended
January 31,
2011
Year Ended
December 31,
2010
2014
2013
2012
(Millions of U.S. Dollars, except share and per share data)
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
$
1,737
 
$
1,922
 
$
1,832
 
$
1,543
 
$
108
 
$
1,218
 
Gross profit
 
207
 
 
190
 
 
264
 
 
439
 
 
25
 
 
222
 
Selling, general and administrative expenses
 
(192
)
 
(187
)
 
(239
)
 
(152
)
 
(5
)
 
(59
)
Restructuring expense
 
(15
)
 
 
 
 
 
 
 
 
 
 
Litigation/arbitration settlement
 
 
 
 
 
 
 
10
 
 
 
 
 
Provision for environmental remediation and restoration, net of reimbursements (1)
 
 
 
 
 
 
 
5
 
 
 
 
47
 
Income from operations
 
 
 
3
 
 
25
 
 
302
 
 
20
 
 
210
 
Interest and debt expense, net
 
(133
)
 
(130
)
 
(65
)
 
(30
)
 
(3
)
 
(50
)
Net gain (loss) on liquidation of non-operating subsidiaries
 
(35
)
 
24
 
 
 
 
 
 
 
 
 
Loss on extinguishment of debt
 
(8
)
 
(4
)
 
 
 
 
 
 
 
 
Gain on bargain purchase
 
 
 
 
 
1,055
 
 
 
 
 
 
 
Reorganization income (expense)
 
 
 
 
 
 
 
 
 
613
 
 
(145
)
Other income (expense), net
 
27
 
 
46
 
 
(7
)
 
(10
)
 
2
 
 
(8
)
Income (loss) from continuing operations before income taxes
 
(149
)
 
(61
)
 
1,008
 
 
262
 
 
632
 
 
7
 
Income tax benefit (provision)
 
(268
)
 
(29
)
 
125
 
 
(20
)
 
(1
)
 
(2
)
Income (loss) from continuing operations
 
(417
)
 
(90
)
 
1,133
 
 
242
 
 
631
 
 
5
 
Income (loss) from discontinued operations, net of income tax benefit (provision)
 
 
 
 
 
 
 
 
 
 
 
1
 
Net income (loss)
$
(417
)
$
(90
)
$
1,133
 
$
242
 
$
631
 
$
6
 
Income (loss) attributable to noncontrolling interest
 
10
 
 
36
 
 
(1
)
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Tronox Limited
$
(427
)
$
(126
)
$
1,134
 
 
 
 
 
 
 
 
 
 
Income (loss) per share from continuing operations (2):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
(3.74
)
$
(1.11
)
$
11.37
 
$
3.22
 
$
15.28
 
$
0.11
 
Diluted
$
(3.74
)
$
(1.11
)
$
11.10
 
$
3.10
 
$
15.25
 
$
0.11
 

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Successor
Predecessor
Year Ended December 31,
Eleven Months
Ended
December 31,
2011
One Month
Ended
January 31,
2011
Year Ended
December 31,
2010
2014
2013
2012
(Millions of U.S. Dollars, except share and per share data)
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Working capital (3)
$
2,015
 
$
2,290
 
$
1,706
 
$
488
 
$
458
 
$
483
 
Total assets
$
5,065
 
$
5,699
 
$
5,511
 
$
1,657
 
$
1,091
 
$
1,098
 
Long-term debt
$
2,393
 
$
2,413
 
$
1,615
 
$
421
 
$
421
 
$
421
 
Total equity
$
1,788
 
$
2,437
 
$
2,882
 
$
752
 
$
(654
)
$
(630
)
Supplemental Information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation, depletion and amortization expense
$
295
 
$
333
 
$
211
 
$
79
 
$
4
 
$
50
 
Capital expenditures
$
187
 
$
165
 
$
166
 
$
133
 
$
6
 
$
45
 
Dividends per share
$
1.00
 
$
1.00
 
$
0.50
 
$
 
$
 
$
 

(1) In 2010, Tronox Incorporated recorded receivables from its insurance carrier related to environmental clean-up obligations at the Henderson facility, for which such obligations had been recorded in 2008 and prior years.
(2) On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of our Class A Shares and Class B Shares. All references to number of shares and per share data in the Successor’s consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 20.
(3) Working capital is defined as the excess (deficit) of current assets over current liabilities.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Tronox Limited’s consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion and other sections in this Annual Report on Form 10-K contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, and actual results could differ materially from those discussed in the forward-looking statements as a result of numerous factors. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of EBITDA and Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-K with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA is also provided herein.

Executive Overview

We are a global leader in the production and marketing of titanium bearing mineral sands and titanium dioxide (“TiO 2 ”) pigment. We are the third largest global producer and marketer of TiO 2 manufactured via chloride technology, as well as the second largest global producer of titanium feedstock and a leader in global zircon production. We have operations in North America, Europe, South Africa, and the Asia-Pacific region. We operate three TiO 2 pigment facilities at the following locations: Hamilton, Mississippi; Botlek, The Netherlands; and Kwinana, Western Australia, representing an aggregate capacity of approximately 465,000 metric tons of annual TiO 2 production capacity. Additionally, we operate three separate mining operations: KwaZulu-Natal (“KZN”) Sands located in South Africa, Namakwa Sands located in South Africa and Cooljarloo Sands located in Western Australia.

We have two reportable operating segments, Mineral Sands and Pigment. Corporate and Other is comprised of our electrolytic operations, all of which are located in the United States, as well as our corporate activities.

The Mineral Sands segment includes the exploration, mining, and beneficiation of mineral sands deposits. These operations produce titanium feedstock, including chloride slag, slag fines, and rutile, as well as zircon and pig iron. Titanium feedstock is used primarily to manufacture TiO 2 pigment. Zircon is a mineral which is primarily used as an opacifier in ceramic glazes for tiles, plates, dishes, and industrial products. Pig iron is a metal material used in the steel and metal casting industries to create wrought iron, cast iron, and steel.

The Pigment segment primarily produces and markets TiO 2, which is used in a wide range of products due to its ability to impart whiteness, brightness, and opacity. TiO 2 pigment is used extensively in the manufacture of paint and other coatings, plastics and paper, and in a wide range of other applications, including inks, fibers, rubber, food, cosmetics, and pharmaceuticals. Moreover, it is a critical component of everyday consumer applications due to its superior ability to cover or mask other materials effectively and efficiently relative to alternative white pigments and extenders. We believe that, at present, TiO 2 has no effective substitute because no other white pigment has the physical properties for achieving comparable opacity and brightness or can be incorporated in a cost-effective manner.

Recent Developments

Acquisition of Alkali Chemicals Group — On February 3, 2015, we announced that we signed a definitive agreement with FMC Corporation to acquire its Alkali Chemicals Group for $1.64 billion. The transaction is expected to be significantly accretive to our EBITDA, free cash flow and earnings upon closing. We will fund

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the acquisition through existing cash and new debt pursuant to signed commitments from multiple banks. The transaction, which has been approved by the board of directors of both companies, is expected to close in the first quarter of 2015, and is subject to customary closing conditions. See Note 29 of Notes to Consolidated Financial Statements.

Litigation Settlement — On May 29, 2014, the U.S. Bankruptcy Court for the Southern District of New York (Manhattan) (the “Bankruptcy Court”) approved a settlement with Anadarko Petroleum Corp. (“Anadarko”) for $5.15 billion. On January 23, 2015, Anadarko paid $5.2 billion, including approximately $65 million of accrued interest, pursuant to the terms of the settlement agreement. We did not receive any portion of the settlement amount. Instead, 88% of the $5.2 billion will go to trusts and other governmental entities for the remediation of polluted sites by Kerr-McGee. The remaining 12% will be distributed to a tort trust to compensate individuals injured as a result of Kerr-McGee’s environmental failures. See Note 3 of Notes to Consolidated Financial Statements.

Valuation allowances — During 2014, we recorded valuation allowances against our deferred tax assets in The Netherlands and Australia for $58 million and $255 million, respectively. See Note 7 of Notes to Consolidated Financial Statements.

Changes to Pension and Other Postretirement Healthcare Benefits — During 2014, our benefits committee, in response to tax and pension legislation changes, approved changes to The Netherlands pension plan which includes moving the plan from a defined benefit plan to a multi-employer plan to be administered by the industrywide Pension Fund for the Graphical Industry, effective January 1, 2015. This action eliminates the future benefit accrual for participants under the current plan effective January 1, 2015, and resulted in a curtailment gain of $3 million which was recognized in “Other income (expense), net” in the Consolidated Statements of Operations. Additionally, during the fourth quarter of 2014, our benefits committee approved changes to the unfunded U.S. postretirement healthcare plan which eliminated the pre-65 retiree medical coverage effective January 1, 2015. Retired participants will receive a one-time subsidy aggregating less than $1 million towards medical cost through a health reimbursement arrangement (“HRA”) that we will be establishing for them. As a result of this action, we recorded a curtailment gain of $6 million, which was included in “Other income (expense), net” in the Consolidated Statements of Operations. See Note 23 of Notes to Consolidated Financial Statements.

Restructuring — On September 23, 2014, we announced a cost reduction initiative which was completed during the fourth quarter of 2014. The initiative involved a reduction in our workforce by approximately 70 employees, as well as the elimination of approximately 65 outside contractor positions. We recognized a $15 million expense from this initiative during 2014. As a result of this initiative, we expect annual cost savings of approximately $25 million in 2015. See Note 4 of Notes to Consolidated Financial Statements.

Collective bargaining agreements — On July 16, 2014, we reached collective bargaining agreements with the National Union of Mineworkers and Solidarity, which covers all bargaining unit union-represented employees working in our mineral sands operations in Namakwa and KZN. The one year agreement was effective July 1, 2014.

Amendments to Term Loan — On April 23, 2014, we entered into a Third Amendment to the Credit and Guaranty Agreement, which provides for the re-pricing of our $1.5 billion senior secured term loan (the “Term Loan”). See Note 16 of Notes to Consolidated Financial Statements.

Changes in Certifying Accountant — On April 7, 2014, our Audit Committee of the Board of Directors nominated PricewaterhouseCoopers LLP (“PwC”) for appointment to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2014. On May 21, 2014, shareholders approved PwC’s appointment at the Annual General Meeting of Shareholders, and our engagement of PwC became effective.

Business Environment

The following discussion includes trends and factors that may affect future operating results.

Pigment sales volumes increased 4% during 2014, primarily in North America. Following continued price weakness in the first half of 2015, we expect to see some positive developments in sales pricing in the second half.

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We believe the feedstock market continues to be oversupplied. During 2014, the Mineral Sands’ business performance reflected weaker market conditions as sales volumes and selling prices declined. This decline in feedstock selling prices contributes to greater margins in our Pigment business that will be realized when the pigment made from that feedstock is sold, which is typically five to six months later. We expect feedstock market conditions to gradually improve as pigment markets strengthen. As selling prices for high grade chloride feedstock currently produced inadequate returns, beginning in the first half of 2014 and going forward, we began to sell chloride processed titanium slag and natural rutile as feedstock solely to our own Pigment business.

We continue to be uniquely tax-advantaged by favorable tax loss carryforwards, the settlement reached with Anadarko for $5.2 billion, including approximately $65 million of accrued interest, and approved by the Bankruptcy Court, and other favorable tax positions. These tax-advantaged factors are not currently recognized as assets on our Consolidated Balance Sheet; however, we believe they create opportunities for our operations to benefit for years to come.

Planned construction on the Fairbreeze mine continued during 2014. The Fairbreeze mine will serve as a replacement source of feedstock production for our Hillendale mine, which ceased mining operations in December 2013. Depending on construction, the Fairbreeze mine is expected to begin operations at the end of 2015, and be fully operational in 2016. The Fairbreeze mine is estimated to have a life expectancy of approximately 15 years.

Going forward, we will continue to evaluate potential acquisitions, joint ventures and other initiatives in order to expand our business portfolio and enhance shareholder value.

Consolidated Results of Operations

Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013

Year Ended December 31,
2014
2013
Change
(Millions of U.S. dollars)
Net sales
$
1,737
 
$
1,922
 
$
(185
)
Cost of goods sold
 
1,530
 
 
1,732
 
 
(202
)
Gross profit
 
207
 
 
190
 
 
17
 
Selling, general and administrative expenses
 
(192
)
 
(187
)
 
(5
)
Restructuring expense
 
(15
)
 
 
 
(15
)
Income from operations
 
 
 
3
 
 
(3
)
Interest and debt expense, net
 
(133
)
 
(130
)
 
(3
)
Net gain (loss) on liquidation of non-operating subsidiaries
 
(35
)
 
24
 
 
(59
)
Loss on extinguishment of debt
 
(8
)
 
(4
)
 
(4
)
Other income (expense), net
 
27
 
 
46
 
 
(19
)
Loss before income taxes
 
(149
)
 
(61
)
 
(88
)
Income tax provision
 
(268
)
 
(29
)
 
(239
)
Net loss
$
(417
)
$
(90
)
$
(327
)

Net sales for 2014 decreased 10% compared to 2013 due to the impact of lower selling prices and product mix of $124 million, as well as lower volumes of $64 million, offset by favorable changes in foreign currency translation of $3 million. Selling prices were lower in both our Pigment and Mineral Sands businesses, while lower volumes in our Mineral Sands business (after elimination of inter-segment sales) were partially offset by higher volumes in our Pigment business.

During 2014, cost of goods sold decreased 12% compared to 2013. The decrease principally reflects the impact of lower volumes of $77 million, lower production costs of $69 million and favorable foreign currency translation of $79 million, offset by a net increase in lower of cost or market reserves of $23 million.

Our gross profit during 2014 was 12% of net sales compared to 10% of net sales in 2013. The increase principally reflects the impact of lower production costs and favorable currency translation, offset by lower selling prices.

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Selling, general and administrative expenses increased 3% during 2014 compared 2013. The net increase in 2014 was mainly due to increased spending for professional services and employee related costs.

During 2014, we commenced a cost reduction initiative, for which we recorded a $15 million charge related to employee severance costs, as well as outplacement services and other associated costs and expenses. See Note 4 of Notes to Consolidated Financial Statements.

Interest and debt expense in 2014 is primarily comprised of interest expense on the Term Loan of $63 million and $57 million on the $900 million aggregate principal amount of senior notes (the “Senior Notes”) compared to $60 million on the Term Loan and a term facility and $57 million on the Senior Notes. The slight decrease in interest expense on the Term loan from 2013 is due to a lower rate from refinancing in April 2014.

During 2014, we completed the liquidation of a non-operating subsidiary, Tronox Pigments International GmbH, for which we recognized a noncash loss from the realization of cumulative translation adjustments of $35 million. During 2013, we completed the liquidation of two non-operating subsidiaries, Tronox (Luxembourg) Holdings S.a.r.l. and Tronox Luxembourg S.a.r.l., for which we recognized a net noncash gain from the realization of cumulative translation adjustments of $24 million. See Note 5 of Notes to Consolidated Financial Statements.

During 2014, we recognized an $8 million loss on the early extinguishment of debt resulting from the write-off of deferred debt issuance costs and discount on debt associated with an amendment to the Term Loan. During 2013, we recognized a $4 million loss on the early extinguishment of debt related to the allocated portion of the unamortized original issue discount and debt issuance costs associated with a term facility. See Note 16 of Notes to Consolidated Financial Statements.

Other income (expense), net during 2014 primarily consisted of net realized and unrealized foreign currency gains of $5 million, interest income of $13 million and a curtailment gain of $9 million related to our U.S. postretirement healthcare plan and our Netherlands pension plan compared to a net realized and unrealized foreign currency gain of $39 million, interest income of $8 million and other expenses of $1 million during 2013.

The effective tax rate for each of the years ended December 31, 2014, 2013, and 2012 differs from the Australian statutory rate of 30%. Historically, the differences were primarily due to valuation allowances, income in foreign jurisdictions taxed at rates lower than 30%, and withholding tax accruals on interest income. Additionally, the effective tax rate for 2014 is impacted by $58 million and $255 million, respectively, due to increases to full valuation allowances in The Netherlands and Australia. The Anadarko Litigation settlement of $5.2 billion, including approximately $65 million of accrued interest, provided us with additional deferred tax assets of $2.0 billion, which were offset by full valuation allowances in the United States. As a result of an ownership change on June 15, 2012, our ability to use federal losses was not impacted; however, due to state apportionment impacts and carryforward periods, our state losses were limited. This limitation resulted in the loss of $23 million of deferred tax assets but was fully offset by a reduction to the valuation allowance.

The statutory tax rates on income earned in South Africa (28% for limited liability companies), The Netherlands (25% for corporations), and the United Kingdom (23.25% for corporations and limited liability companies and not applicable for certain limited liability partners) are lower than the Australian statutory rate of 30%. The statutory tax rate, applied against losses in the United States (35% for corporations), is higher than the Australian statutory rate of 30%. Also, we continue to maintain a full valuation allowance in the United States.

Operations Review of Segment Revenue and Profit

U.S. GAAP has standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated by the chief operating decision maker in determining how to allocate resources and in assessing performance.

We operate our business in two segments, Mineral Sands and Pigment. Corporate and Other is comprised of our electrolytic operations, all of which are located in the United States, as well as our corporate activities. We evaluate reportable segment performance based on segment operating profit (loss), which represents the results of segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, interest expense, other income (expense), and income tax expense or benefit. Sales between segments

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are generally priced at market. Any resulting profit remaining in the inventory of the acquiring segment is eliminated in consolidation. See Note 25 of Notes to Consolidated Financial Statements.

Net Sales

Net sales by segment were as follows:

Year Ended December 31,
2014
2013
Change
(Millions of U.S. dollars)
Mineral Sands segment
$
794
 
$
1,103
 
$
(309
)
Pigment segment
 
1,179
 
 
1,169
 
 
10
 
Corporate and Other
 
113
 
 
128
 
 
(15
)
Eliminations
 
(349
)
 
(478
)
 
129
 
Net Sales
$
1,737
 
$
1,922
 
$
(185
)

Mineral Sands segment

Mineral Sands segment net sales 2014 decreased 28% compared to 2013 primarily due to lower selling prices of $221 million and decreased volumes of $88 million. Mineral Sands selling prices declined for our titanium feedstock (which includes a portion sold to our pigments business). Mineral Sands sales volumes were lower during 2014 compared to 2013, principally due to decreased shipments of titanium feedstock and zircon to third parties, offset by increased shipments of pig iron. Both sales volumes and selling prices for titanium feedstock declined due to excess supply in the market. Primarily in the second half of 2014, as selling prices for high grade chloride feedstock produced inadequate returns, we sold chloride processed titanium slag and natural rutile as feedstock solely to our own Pigment business.

Pigment segment

Pigment segment net sales for 2014 increased 1% compared to 2013 primarily due to higher volumes of $57 million, offset by a decrease in selling prices and product mix of $49 million. The volume impact reflects increased shipments to the North American region offset partially by decreased shipments to other regions of the world. Lower selling prices were experienced in all regions of the world. During 2014, the effect of changes in foreign currency rates positively impacted Pigment net sales by $2 million.

Corporate and Other

Net sales for our electrolytic operations during 2014 decreased $15 million compared to 2013, primarily as a result of lower pricing on sodium chlorate and electrolytic manganese dioxide (“EMD”). Volumes were slightly lower as decreased shipments of EMD were partially offset by increased shipments of sodium chlorate.

Eliminations

Eliminations include the impact of transactions between our segments, principally sales from our Mineral Sands business to our Pigment business. Lower selling prices for titanium feedstock were partially offset by the growth in shipments from our Mineral Sands business to our Pigment business.

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Income from Operations

Income from operations by segments was as follows:

Year Ended December 31,
2014
2013
Change
(Millions of U.S. dollars)
Mineral Sands segment
$
1
 
$
238
 
$
(237
)
Pigment segment
 
49
 
 
(179
)
 
228
 
Corporate and Other
 
(83
)
 
(70
)
 
(13
)
Eliminations
 
33
 
 
14
 
 
19
 
Income from operations
 
 
 
3
 
$
(3
)
Interest and debt expense, net
 
(133
)
 
(130
)
 
 
 
Net gain (loss) on liquidation of non-operating subsidiaries
 
(35
)
 
24
 
 
 
 
Loss on extinguishment of debt
 
(8
)
 
(4
)
 
 
 
Other income (expense), net
 
27
 
  </