☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Western Australia, Australia
(State or other jurisdiction of incorporation or organization)
|
98-1026700
(I.R.S. Employer Identification No.)
|
|
263 Tresser Boulevard, Suite 1100
Stamford, Connecticut 06901
|
Lot 22 Mason Road
Kwinana Beach WA 6167
Australia
|
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
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Form 10-K Item Number
|
Page
|
PART I
|
|
4
|
|
16
|
|
31
|
|
31
|
|
44
|
|
44
|
|
PART II
|
|
45
|
|
46
|
|
47
|
|
65
|
|
67
|
|
130
|
|
130
|
|
130
|
|
PART III
|
|
131
|
|
131
|
|
131
|
|
131
|
|
131
|
|
PART IV
|
|
132
|
|
134
|
|
135
|
● |
exploration, mining, and beneficiation of mineral sands deposits;
|
● |
production of titanium feedstock (including chloride slag, slag fines, rutile, synthetic rutile and leucoxene), pig iron, and zircon;
|
● |
production and marketing of TiO
2
;
and
|
● |
electrolytic manganese dioxide manufacturing and marketing, which is primarily focused on advanced battery materials and specialty boron products.
|
● |
Our KwaZulu-Natal (“KZN”) Sands operations located in South Africa consist of the Fairbreeze mine (which entered into commercial production in April 2016), a concentration plant, a mineral separation plant, and a smelter complex with two furnaces;
|
● |
Our Namakwa Sands operations located in South Africa 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
|
● |
Our Western Australia operations, which consist of the Cooljarloo mine and concentration plant and the Chandala processing plant, which includes a mineral separation plant, and a synthetic rutile plant.
|
● |
Dry mining of trona ore underground at our Westvaco facility;
|
● |
Secondary recovery of trona from previously dry mined areas underground at our Westvaco and Granger facilities through solution mining;
|
● |
Refining of raw trona ore into soda ash and specialty sodium alkali products; and
|
● |
Marketing, sale and distribution of alkali products.
|
2016 Sales Volume by Geography
|
||||
North America
(1)
|
46
|
%
|
||
Latin America
|
10
|
%
|
||
Europe
|
19
|
%
|
||
Asia-Pacific
|
25
|
%
|
||
2016 Sales Volume by End-Use Market
|
||||
Paints and Coatings
|
48
|
%
|
||
Plastics
|
11
|
%
|
||
Paper and Specialty
|
3
|
%
|
||
Flat Glass
|
10
|
%
|
||
Container and Other Glass
|
9
|
%
|
||
Detergents
|
4
|
%
|
||
Chemical Manufacturing
|
5
|
%
|
||
Other
|
10
|
%
|
(1)
|
Includes soda ash sales to ANSAC that are resold to international customers.
|
· |
depending on the reasons for the failure to complete the Cristal TiO2 Business acquisition we could be liable to Cristal for a termination fee or other damages in connection with the termination or breach of the transaction agreement;
|
· |
we have dedicated and we expect we will continue to commit significant time and resources, financial and otherwise, in planning for the acquisition and the associated integration;
|
· |
we are responsible for reimbursement of certain expenses incurred by Cristal, not to exceed $15 million, relating to the Cristal TiO2 Business acquisition, if the transaction is terminated due to a failure to obtain the required Company shareholder vote regarding the issuance of the Consideration Shares; and
|
· |
while the transaction agreement is in effect prior to closing the Cristal transaction, we are subject to certain restrictions on the conduct of our business, which may adversely affect our ability to execute certain of our business strategies.
|
● |
the acquisition may result in our assuming unexpected liabilities;
|
● |
we may experience difficulties integrating operations and systems, as well as company policies and cultures;
|
● |
we may fail to retain and assimilate employees of the acquired business; and
|
● |
problems may arise in entering new markets in which we have little or no experience.
|
● |
overall economic conditions;
|
● |
the level of customer demand, including in the glassmaking, paint and plastics industries;
|
● |
the level of production and exports of our products globally;
|
● |
the level of production and cost of materials used to produce TiO
2
and soda ash, including trona ore or synthetic materials, globally;
|
● |
the cost of energy consumed in the production of TiO
2
and soda ash, including the price of natural gas, electricity and coal;
|
● |
the impact of competitors increasing their capacity and exports;
|
● |
domestic and foreign governmental relations, regulations and taxes; and
|
● |
political conditions or hostilities and unrest in regions where we export our TiO
2
products or where we export soda ash directly or through ANSAC.
|
● |
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;
|
● |
the selling price of our products;
|
● |
political and social instability;
|
● |
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;
|
● |
tariffs, trade duties and other trade barriers; and
|
● |
the effects of governmental regulation on our business.
|
● |
incur or guarantee additional indebtedness;
|
● |
complete asset sales, acquisitions or mergers;
|
● |
make investments and capital expenditures;
|
● |
prepay other indebtedness;
|
● |
enter into transactions with affiliates; and
|
● |
fund additional dividends or repurchase shares.
|
Location
|
Owned/Leased
|
Offices
|
||
Stamford, Connecticut
|
Leased
|
263 Tresser Boulevard, Suite 1100
|
||
Kwinana Beach, Western Australia
|
Owned
|
Lot 22 Mason Road, Kwinana Beach WA 6167, Australia
|
Facility
|
Production
|
TiO
2
Capacity
|
Process
|
Property
Owned/Leased
|
Facility
Owned/Leased
|
|||||
Hamilton, Mississippi
|
TiO2
|
225,000
|
Chloride
|
Owned
|
Owned
|
|||||
Kwinana, Western Australia
|
TiO2
|
150,000
|
Chloride
|
Owned
|
Owned
|
|||||
Botlek, the Netherlands
|
TiO2
|
90,000
|
Chloride
|
Leased
|
Owned
|
Facility
|
Product
|
Property
Owned/Leased
|
Facility
Owned/Leased
|
|||
Henderson, Nevada
|
EMD, Boron products
|
Leased
|
Owned
|
Facility
|
Product
|
Property
Owned/Leased
|
Facility
Owned/Leased
|
|||
Westvaco
|
Soda ash, sodium bicarbonate, S-Carb®, Sesqui™
|
(1)
|
Owned
|
|||
Granger
|
Soda ash
|
(1)
|
Owned
|
(1) |
We own in fee simple surface land on which our principal surface processing facilities are located. We have the right to use track owned by the Union Pacific Railroad under track lease agreements. Mining and mining-related assets are located in areas where we operate under the authority of our mineral leases and mining permits and access to these operations is granted under the mineral leases themselves and, in some cases, separate surface rights agreements with the BLM, State of Wyoming and Anadarko, as well as with private surface users in and adjacent to our mine permit areas.
|
TRONOX MINERAL SAND CAPACITIES
|
||||||||||||||||
Capacity (metric tons per year)
|
Namakwa Sands
|
KZN Sands
(1)
|
Western
Australia
|
Total
|
||||||||||||
Rutile
(2)
|
31,000
|
25,000
|
35,000
|
91,000
|
||||||||||||
Synthetic rutile
|
—
|
—
|
220,000
|
220,000
|
||||||||||||
Titanium slag
|
190,000
|
220,000
|
—
|
410,000
|
||||||||||||
Zircon
|
125,000
|
55,000
|
40,000
|
220,000
|
||||||||||||
Pig iron
|
100,000
|
121,000
|
—
|
221,000
|
||||||||||||
Reserve life of mine
|
25+ Years
|
12+ Years
|
20+ Years
|
|||||||||||||
Exploration rights & undeveloped reserves
|
Yes
|
Yes
|
Yes
|
(1) |
Includes Fairbreeze mine development project that entered commercial production in April 2016.
|
(2) |
Rutile includes natural rutile and leucoxene.
|
Tronox 2016 Production TiO
2
, Feedstock and Co-Products (000’s tonnes)
|
||||||||||||||||||||
Tronox Operation
|
Rutile
(1)
|
Zircon
(2)
|
Synthetic
Rutile
|
Titanium
Slag
|
Pig Iron
|
|||||||||||||||
(In thousands of MT)
|
||||||||||||||||||||
Namakwa Sands
|
26
|
133
|
—
|
113
|
63
|
|||||||||||||||
KZN Sands
|
12
|
31
|
—
|
114
|
52
|
|||||||||||||||
Tronox Western Australia
|
32
|
41
|
233
|
—
|
—
|
|||||||||||||||
2016 Total
|
70
|
205
|
233
|
227
|
115
|
(1) |
Natural rutile + leucoxene
|
(2) |
Includes all grades of commercial zircon
|
In-Place
|
VHM Assemblage (% of THM)
|
Change
|
|||||||||||||||||||||||||||
MINE / DEPOSIT
|
Reserve
Category
|
Ore
(million
MT)
|
Average
Grade
(% THM)
|
THM
(million
MT)
|
Ilmenite
|
Rutile and
Leucoxene
|
Zircon
|
from
2015
+ (-) %)
|
|||||||||||||||||||||
Namakwa Sands Open Pit Dry Mine – Western Cape RSA
|
|||||||||||||||||||||||||||||
Proven
|
214
|
8.6
|
18.4
|
35.9
|
7.9
|
9.2
|
|||||||||||||||||||||||
Probable
|
501
|
5.6
|
28.0
|
50.0
|
9.7
|
10.8
|
|||||||||||||||||||||||
Total Reserves
|
715
|
6.5
|
46.4
|
45.8
|
9.1
|
10.3
|
(2.9
|
)%
|
|||||||||||||||||||||
KZN Sands Open Pit Hydraulic Mine
–
KZN RSA
|
|||||||||||||||||||||||||||||
Proven
|
137
|
7.0
|
9.6
|
61.9
|
5.2
|
8.4
|
|||||||||||||||||||||||
Probable
|
45
|
4.6
|
2.1
|
53.1
|
5.0
|
7.3
|
|||||||||||||||||||||||
Total Reserves
|
182
|
6.4
|
11.7
|
60.4
|
5.2
|
8.2
|
(2.5
|
)%
|
|||||||||||||||||||||
South Africa
|
Total Reserves
|
897
|
58.1
|
(2.8
|
)%
|
||||||||||||||||||||||||
Cooljarloo – Dredge Mine Western Australia
|
|||||||||||||||||||||||||||||
Proven
|
313
|
1.8
|
5.6
|
60.0
|
7.5
|
10.0
|
|||||||||||||||||||||||
Probable
|
34
|
1.6
|
0.7
|
61.1
|
7.7
|
9.2
|
|||||||||||||||||||||||
Total Reserves
|
347
|
1.8
|
6.3
|
60.0
|
7.5
|
9.9
|
3.1
|
%
|
|||||||||||||||||||||
Cooljarloo West Planned Dredge Mine – Western Australia
|
|||||||||||||||||||||||||||||
Proven
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
Probable
|
105
|
2.0
|
2.1
|
60.5
|
7.9
|
12.2
|
|||||||||||||||||||||||
Total Reserves
|
105
|
2.0
|
2.1
|
60.5
|
7.9
|
12.2
|
|||||||||||||||||||||||
Dongara Planned Dry Mine – Western Australia
|
|||||||||||||||||||||||||||||
Proven
|
62
|
5.2
|
3.2
|
48.7
|
8.9
|
10.9
|
|||||||||||||||||||||||
Probable
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
Total Reserves
|
62
|
5.2
|
3.2
|
48.7
|
8.9
|
10.9
|
|||||||||||||||||||||||
Western Australia
|
Total Reserves
|
514
|
11.6
|
0.9
|
%
|
||||||||||||||||||||||||
Global
|
Total Reserves
|
1,411
|
69.7
|
(2.3
|
)%
|
3-Year Reserves (Mt In-Place THM)
|
|||||||||||||
Reserve
|
December 31,
|
||||||||||||
Life-Of-Mine
|
2016
|
2015
|
2014
|
||||||||||
(In millions of MT)
|
|||||||||||||
Namakwa Sands
|
>25 years
|
46.4
|
47.8
|
47.2
|
|||||||||
KZN Sands
|
>12 years
|
11.7
|
12.0
|
12.0
|
|||||||||
Total South Africa
|
58.1
|
59.8
|
59.2
|
||||||||||
Cooljarloo and Cooljarloo West
|
8.4
|
8.2
|
6.8
|
||||||||||
Dongara
|
3.2
|
3.3
|
3.3
|
||||||||||
Total Western Australia
|
>20 years
|
11.6
|
11.5
|
10.1
|
|||||||||
Total Tronox
|
69.7
|
71.3
|
69.3
|
● |
Fairbreeze heavy mineral sands mine (45 kilometers south-southwest of Richards Bay): a new mine started production in April 2016. Our hydraulic mining and primary concentration at Fairbreeze was pioneered at the Hillendale mine which ceased mining in December 2013. HMC is transported from Fairbreeze by road about 50 km to the Empangeni CPC.
|
● |
Empangeni CPC: 18 km west of Richards Bay including a mineral separation plant (MSP) for separation of HMC into commercial-grade rutile and zircon for export and ilmenite feed for our contiguous, dual electric-arc furnace smelter to produce high-grade titanium slag and high-quality pig iron. The Empangeni smelter produced 114 thousand metric tonnes slag and 52 thousand MT pig iron in 2016.
|
● |
Richards Bay Harbor: a Tronox owned storage and export facility for all products.
|
● |
Cooljarloo mine, approximately 170 kilometers north of Perth, a large dredge mine with two dredges, Cooljarloo I and Pelican, feeding an ore slurry to a floating concentrator for production of heavy mineral concentrates (HMC). HMC is transported by double “road-train” trucks approximately 110 km south to our Chandala Mineral Separation Plant (“dry mill”) near Muchea.
|
● |
Chandala Processing Plant, approximately 60 kilometers north of Perth, where ilmenite, rutile, leucoxene and zircon are separated and recovered from the HMC in a Mineral Separation Plant. Ilmenite is upgraded to SR in an Improved Becher Process synthetic rutile plant. SR can be consumed by the Kwinana TiO2 plant, exported for sale, or stockpiled.
|
● |
Future mine reserves at Cooljarloo, Cooljarloo West, and Dongara totaling an estimated 11.5 million tonnes of in-place total heavy minerals, sufficient to sustain our current HMC production rate.
|
● |
Feed to our Kwinana and other TiO
2
pigment plants for over 20 years. The Tronox Western Australia Southern Operations are described in Part 1, Item 1.
|
Mine Deposit
|
Reserve
Category
|
Million metric
tonnes
(dry weight)
|
Grade
(% Trona)
|
||||||
Dry extraction
|
Proven
|
274.5
|
87.9
|
||||||
Probable
|
144.1
|
87.4
|
|||||||
Dry-mining
|
Total Reserves
|
418.6
|
87.7
|
||||||
Solution mining
|
Proven
|
—
|
|||||||
Probable
|
411.0
|
86.8
|
|||||||
Solution mining
|
Total Reserves
|
411.0
|
86.8
|
||||||
Tronox Alkali
|
Total Reserves
|
829.6
|
87.3
|
Item 5. |
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
Sales Price
|
Dividends
|
|||||||||||
High
|
Low
|
per Share
|
||||||||||
2016
|
||||||||||||
Fourth quarter
|
$
|
12.03
|
$
|
7.40
|
$
|
0.045
|
||||||
Third quarter
|
$
|
9.92
|
$
|
4.17
|
$
|
0.045
|
||||||
Second quarter
|
$
|
8.20
|
$
|
3.84
|
$
|
0.045
|
||||||
First quarter
|
$
|
6.87
|
$
|
2.79
|
$
|
0.25
|
||||||
2015
|
||||||||||||
Fourth quarter
|
$
|
8.60
|
$
|
2.98
|
$
|
0.25
|
||||||
Third quarter
|
$
|
14.76
|
$
|
3.91
|
$
|
0.25
|
||||||
Second quarter
|
$
|
22.61
|
$
|
14.43
|
$
|
0.25
|
||||||
First quarter
|
$
|
24.20
|
$
|
19.41
|
$
|
0.25
|
Year Ended December 31,
|
||||||||||||||||||||
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||||||||
Statement of Operations Data:
|
||||||||||||||||||||
Net sales
|
$
|
2,093
|
$
|
2,112
|
$
|
1,737
|
$
|
1,922
|
$
|
1,832
|
||||||||||
Gross profit
|
247
|
120
|
207
|
190
|
264
|
|||||||||||||||
Selling, general and administrative expenses
|
(210
|
)
|
(217
|
)
|
(192
|
)
|
(187
|
)
|
(239
|
)
|
||||||||||
Restructuring expense
|
(1
|
)
|
(21
|
)
|
(15
|
)
|
—
|
—
|
||||||||||||
Income (loss) from operations
|
36
|
(118
|
)
|
—
|
3
|
25
|
||||||||||||||
Interest and debt expense, net
|
(184
|
)
|
(176
|
)
|
(133
|
)
|
(130
|
)
|
(65
|
)
|
||||||||||
Net gain (loss) on liquidation of non-operating subsidiaries
|
—
|
—
|
(35
|
)
|
24
|
—
|
||||||||||||||
Gain (loss) on extinguishment of debt
|
4
|
—
|
(8
|
)
|
(4
|
)
|
—
|
|||||||||||||
Gain on bargain purchase |
—
|
—
|
—
|
—
|
1,055 | |||||||||||||||
Other income (expense), net
|
(29
|
)
|
28
|
27
|
46
|
(7
|
)
|
|||||||||||||
Income (loss) before income taxes
|
(173
|
)
|
(266
|
)
|
(149
|
)
|
(61
|
)
|
1,008
|
|||||||||||
Income tax (provision) benefit
|
115
|
(41
|
)
|
(268
|
)
|
(29
|
)
|
125
|
||||||||||||
Net income (loss)
|
$
|
(58
|
)
|
$
|
(307
|
)
|
$
|
(417
|
)
|
$
|
(90
|
)
|
$
|
1,133
|
||||||
Income (loss) attributable to noncontrolling interest
|
1
|
11
|
10
|
36
|
(1
|
)
|
||||||||||||||
Net income (loss) attributable to Tronox Limited
|
$
|
(59
|
)
|
$
|
(318
|
)
|
$
|
(427
|
)
|
$
|
(126
|
)
|
$
|
1,134
|
||||||
Loss per share from continuing operations
(1)
:
|
||||||||||||||||||||
Basic
|
$
|
(0.50
|
)
|
$
|
(2.75
|
)
|
$
|
(3.74
|
)
|
$
|
(1.11
|
)
|
$
|
11.37
|
||||||
Diluted
|
$
|
(0.50
|
)
|
$
|
(2.75
|
)
|
$
|
(3.74
|
)
|
$
|
(1.11
|
)
|
$
|
11.10
|
||||||
Balance Sheet Data:
|
||||||||||||||||||||
Working capital
(2)
|
$
|
731
|
$
|
753
|
$
|
2,015
|
$
|
2,290
|
$
|
1,706
|
||||||||||
Total assets
(3) (4)
|
$
|
4,950
|
$
|
5,027
|
$
|
5,024
|
$
|
5,647
|
$
|
5,479
|
||||||||||
Total debt
(3) (4)
|
$
|
3,054
|
$
|
3,076
|
$
|
2,352
|
$
|
2,361
|
$
|
1,613
|
||||||||||
Total equity
(3)
|
$
|
1,161
|
$
|
1,110
|
$
|
1,788
|
$
|
2,437
|
$
|
2,882
|
||||||||||
Supplemental Information:
|
||||||||||||||||||||
Depreciation, depletion and amortization expense
(3)
|
$
|
236
|
$
|
294
|
$
|
295
|
$
|
333
|
$
|
211
|
||||||||||
Capital expenditures
|
$
|
119
|
$
|
191
|
$
|
187
|
$
|
165
|
$
|
166
|
||||||||||
Dividends per share
|
$
|
0.385
|
$
|
1.00
|
$
|
1.00
|
$
|
1.00
|
$
|
0.50
|
(1) |
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 consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted.
|
(2) |
Working capital is defined as the excess (deficit) of current assets over current liabilities.
|
(3) |
Reflects the effect of the acquisition of 100% of the Alkali business from FMC Corporation on April 1, 2015 for an aggregate purchase price of $1.65 billion in cash (the “Alkali Transaction”). See Note 22 of notes to consolidated financial statements for additional information regarding the Alkali Transaction.
|
(4) |
Financial data for 2015 through 2012 has been adjusted to reflect our change in accounting for debt issuance costs in accordance with Accounting Standards Update 2015-03 resulting in decreases to “Other long-term assets” and “Long-term debt” in our Consolidated Balance Sheets. See Notes 2 and 14 of notes to the consolidated financial statements for additional information.
|
● |
Exploration, mining, and beneficiation of mineral sands deposits;
|
● |
Production of titanium feedstock and its co-products (including chloride slag, slag fines, rutile, synthetic rutile and leucoxene), pig iron, and zircon;
|
● |
Production and marketing of TiO
2
; and
|
● |
Electrolytic manganese dioxide manufacturing and marketing, which is primarily focused on advanced battery materials and specialty boron products.
|
● |
Dry mining of trona ore underground at our Westvaco facility;
|
● |
Secondary recovery of trona from previously dry mined areas underground at our Westvaco and Granger facilities through solution mining;
|
● |
Refining of raw trona ore into soda ash and specialty sodium alkali products; and
|
● |
Marketing, sale and distribution of alkali products.
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
Variance
|
||||||||||
(Millions of U.S. dollars)
|
||||||||||||
Net sales
|
$
|
2,093
|
$
|
2,112
|
$
|
(19
|
)
|
|||||
Cost of goods sold
|
1,846
|
1,992
|
(146
|
)
|
||||||||
Gross profit
|
247
|
120
|
127
|
|||||||||
Selling, general and administrative expense
|
(210
|
)
|
(217
|
)
|
7
|
|||||||
Restructuring expense
|
(1
|
)
|
(21
|
)
|
20
|
|||||||
Income (loss) from operations
|
36
|
(118
|
)
|
154
|
||||||||
Interest and debt expense, net
|
(184
|
)
|
(176
|
)
|
(8
|
)
|
||||||
Gain on extinguishment of debt
|
4
|
—
|
4
|
|||||||||
Other income (expense), net
|
(29
|
)
|
28
|
(57
|
)
|
|||||||
Loss before income taxes
|
(173
|
)
|
(266
|
)
|
93
|
|||||||
Income tax (provision) benefit
|
115
|
(41
|
)
|
156
|
||||||||
Net loss
|
$
|
(58
|
)
|
$
|
(307
|
)
|
$
|
249
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
Variance
|
||||||||||
(Millions of U.S. dollars)
|
||||||||||||
TiO
2
segment
|
$
|
1,309
|
$
|
1,510
|
$
|
(201
|
)
|
|||||
Alkali segment
|
784
|
602
|
182
|
|||||||||
Net sales
|
$
|
2,093
|
$
|
2,112
|
$
|
(19
|
)
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
Variance
|
||||||||||
(Millions of U.S. dollars)
|
||||||||||||
TiO
2
segment
|
$
|
6
|
$
|
(123
|
)
|
$
|
129
|
|||||
Alkali segment
|
84
|
69
|
15
|
|||||||||
Corporate
|
(54
|
)
|
(64
|
)
|
10
|
|||||||
Income (loss) from operations
|
36
|
(118
|
)
|
$
|
154
|
|||||||
Interest and debt expense
|
(184
|
)
|
(176
|
)
|
||||||||
Gain on extinguishment of debt
|
4
|
—
|
||||||||||
Other income, net
|
(29
|
)
|
28
|
|||||||||
Loss before income taxes
|
$
|
(173
|
)
|
$
|
(266
|
)
|
Year Ended December 31,
|
||||||||||||
2015
|
2014
|
Variance
|
||||||||||
(Millions of U.S. dollars)
|
||||||||||||
Net sales
|
$
|
2,112
|
$
|
1,737
|
$
|
375
|
||||||
Cost of goods sold
|
1,992
|
1,530
|
462
|
|||||||||
Gross profit
|
120
|
207
|
(87
|
)
|
||||||||
Selling, general and administrative expenses
|
(217
|
)
|
(192
|
)
|
(25
|
)
|
||||||
Restructuring expenses
|
(21
|
)
|
(15
|
)
|
(6
|
)
|
||||||
Income (loss) from operations
|
(118
|
)
|
—
|
(118
|
)
|
|||||||
Interest and debt expense, net
|
(176
|
)
|
(133
|
)
|
(43
|
)
|
||||||
Net loss on liquidation of non-operating subsidiaries
|
—
|
(35
|
)
|
35
|
||||||||
Loss on extinguishment of debt
|
—
|
(8
|
)
|
8
|
||||||||
Other income (expense), net
|
28
|
27
|
1
|
|||||||||
Loss before income taxes
|
(266
|
)
|
(149
|
)
|
(117
|
)
|
||||||
Income tax provision
|
(41
|
)
|
(268
|
)
|
227
|
|||||||
Net loss
|
$
|
(307
|
)
|
$
|
(417
|
)
|
$
|
110
|
Year Ended December 31,
|
||||||||||||
2015
|
2014
|
Variance
|
||||||||||
(Millions of U.S. dollars)
|
||||||||||||
TiO
2
segment
|
$
|
1,510
|
$
|
1,737
|
$
|
(227
|
)
|
|||||
Alkali segment
|
602
|
—
|
602
|
|||||||||
Net sales
|
$
|
2,112
|
$
|
1,737
|
$
|
375
|
|
Year Ended December 31,
|
|||||||||||
2015
|
2014
|
Variance
|
||||||||||
(Millions of U.S. dollars)
|
||||||||||||
TiO
2
segment
|
$
|
(123
|
)
|
$
|
78
|
$
|
(201
|
)
|
||||
Alkali segment
|
69
|
—
|
69
|
|||||||||
Corporate
|
(64
|
)
|
(78
|
)
|
14
|
|||||||
Income (loss) from operations
|
(118
|
)
|
—
|
$
|
(118
|
)
|
||||||
Interest and debt expense
|
(176
|
)
|
(133
|
)
|
||||||||
Net loss on liquidation of non-operating subsidiaries
|
—
|
(35
|
)
|
|||||||||
Loss on extinguishment of debt
|
—
|
(8
|
)
|
|||||||||
Other income, net
|
28
|
27
|
||||||||||
Loss before income taxes
|
$
|
(266
|
)
|
$
|
(149
|
)
|
December 31,
2016
|
December 31,
2015
|
|||||||
Cash and cash equivalents
|
$
|
248
|
$
|
229
|
||||
Available under the UBS Revolver
|
190
|
217
|
||||||
Available under the ABSA Revolver
|
95
|
84
|
||||||
Total
|
$
|
533
|
$
|
530
|
Q1 2016
|
Q2 2016
|
Q3 2016
|
Q4 2016
|
|||||||||||||
Dividend per share
|
$
|
0.25
|
$
|
0.045
|
$
|
0.045
|
$
|
0.045
|
||||||||
Total dividend
|
$
|
30
|
$
|
5
|
$
|
5
|
$
|
6
|
||||||||
Record date (close of business)
|
March 4
|
May 16
|
August 17
|
November 16
|
Original
Principal
|
Annual
Interest
Rate
|
Maturity
Date
|
December 31,
2016
|
December 31,
2015
|
|||||||||||||
Term Loan, net of unamortized discount
(1)
|
$
|
1,500
|
Variable
|
3/19/2020
|
$
|
1,441
|
$
|
1,454
|
|||||||||
Senior Notes due 2020
|
$
|
900
|
6.375
|
%
|
8/15/2020
|
896
|
900
|
||||||||||
Senior Notes due 2022
|
$
|
600
|
7.50
|
%
|
3/15/2022
|
584
|
600
|
||||||||||
Co-generation Unit Financing Arrangement
|
$
|
16
|
6.5
|
%
|
2/1/2016
|
—
|
1
|
||||||||||
Lease financing
|
19
|
16
|
|||||||||||||||
Total borrowings
|
2,940
|
2,971
|
|||||||||||||||
Less: Long-term debt due within one year
|
(16
|
)
|
(16
|
)
|
|||||||||||||
Debt issuance costs
|
(36
|
)
|
(45
|
)
|
|||||||||||||
Long-term debt
|
$
|
2,888
|
$
|
2,910
|
(1) |
Average effective interest rate of 4.9%, 4.7% and 4.6% during 2016, 2015 and 2014, respectively.
|
Year Ended December 31,
|
||||||||
2016
|
2015
|
|||||||
(Millions of U.S. dollars)
|
||||||||
Net cash provided by operating activities
|
$
|
211
|
$
|
216
|
||||
Net cash used in investing activities
|
(117
|
)
|
(1,840
|
)
|
||||
Net cash provided by (used in) financing activities
|
(77
|
)
|
603
|
|||||
Effect of exchange rate changes on cash
|
2
|
(26
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
$
|
19
|
$
|
(1,047
|
)
|
|||
Cash and cash equivalents — end of year
|
$
|
248
|
$
|
229
|
Year Ended December 31,
|
||||||||
2015
|
2014
|
|||||||
(Millions of U.S. dollars)
|
||||||||
Net cash provided by operating activities
|
$
|
216
|
$
|
141
|
||||
Net cash used in investing activities
|
(1,840
|
)
|
(187
|
)
|
||||
Net cash provided by (used in) financing activities
|
603
|
(132
|
)
|
|||||
Effect of exchange rate changes on cash
|
(26
|
)
|
(21
|
)
|
||||
Net decrease in cash and cash equivalents
|
$
|
(1,047
|
)
|
$
|
(199
|
)
|
||
Cash and cash equivalents — end of year
|
$
|
229
|
$
|
1,276
|
Contractual Obligation Payments Due by Period
(3)(4)
|
||||||||||||||||||||
Total
|
Less than
1 year
|
1-3
years
|
3-5
years
|
More than
5 years
|
||||||||||||||||
(Millions of U.S. dollars)
|
||||||||||||||||||||
Long-term debt and lease financing (including interest)
(1)
|
$
|
3,760
|
$
|
335
|
$
|
367
|
$
|
2,440
|
$
|
618
|
||||||||||
Purchase obligations
(2)
|
440
|
124
|
123
|
61
|
132
|
|||||||||||||||
Operating leases
|
184
|
33
|
44
|
36
|
71
|
|||||||||||||||
Asset retirement obligations
|
76
|
3
|
4
|
3
|
66
|
|||||||||||||||
Total
|
$
|
4,460
|
$
|
495
|
$
|
538
|
$
|
2,540
|
$
|
887
|
(1) |
We calculated the Term Loan interest at a base rate of 1% plus a margin of 3.5%. See Note 14 of notes to our consolidated financial statements.
|
(2) |
Includes obligations to purchase requirements of process chemicals, supplies, utilities and services. We have various purchase commitments for materials, supplies, and services entered into in the ordinary course of business. Included in the purchase commitments table above are contracts which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2017. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. We believe that all of our purchase obligations will be utilized in our normal operations.
|
(3) |
The table excludes contingent obligations, as well as any possible payments for uncertain tax positions given the inability to estimate the possible amounts and timing of any such payments.
|
(4) |
The table excludes commitments pertaining to our pension and other postretirement obligations.
|
● |
Reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results;
|
● |
Provide useful information in understanding and evaluating our operating results and comparing financial results across periods;
|
● |
Provide a normalized view of our operating performance by excluding items that are either noncash or infrequently occurring in nature; and
|
● |
Assist investors in assessing our compliance with financial covenants under our debt instruments.
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Net loss
|
$
|
(58
|
)
|
$
|
(307
|
)
|
$
|
(417
|
)
|
|||
Interest and debt expense, net
|
184
|
176
|
133
|
|||||||||
Interest income
|
(3
|
)
|
(7
|
)
|
(13
|
)
|
||||||
Income tax provision (benefit)
|
(115
|
)
|
41
|
268
|
||||||||
Depreciation, depletion and amortization expense
|
236
|
294
|
295
|
|||||||||
EBITDA
|
244
|
197
|
266
|
|||||||||
Amortization of inventory step-up from purchase accounting
(a)
|
—
|
9
|
—
|
|||||||||
Alkali Transaction costs
(b)
|
—
|
29
|
—
|
|||||||||
Share-based compensation
(c)
|
25
|
22
|
22
|
|||||||||
Restructuring expense
(d)
|
1
|
21
|
15
|
|||||||||
Net loss on liquidation of non-operating subsidiaries
(e)
|
—
|
—
|
35
|
|||||||||
(Gain) loss on extinguishment of debt
(f)
|
(4
|
)
|
—
|
8
|
||||||||
Foreign currency remeasurement (gain) loss
(g)
|
32
|
(21
|
)
|
(4
|
)
|
|||||||
Other items
(h)
|
16
|
15
|
11
|
|||||||||
Adjusted EBITDA
(i)
|
$
|
314
|
$
|
272
|
$
|
353
|
(a) |
Amortization of inventory step-up from purchase accounting related to the acquisition of the Alkali business which is included in “Cost of goods sold” in the Consolidated Statements of Operations.
|
(b) |
One-time non-operating items and the effect of acquisition which is included in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.
|
(c) |
Represents share-based compensation. See Note 20 of notes to consolidated financial statements.
|
(d) |
Represents severance and other costs associated with the shutdown of our sodium chlorate plant, and other global TiO
2
restructuring efforts, and the Alkali Transaction which was recorded in "Restructuring expense" in the Consolidated Statements of Operations. See Note 3 of Notes to consolidated financial statements.
|
(e) |
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, which was recorded in “Net gain (loss) on liquidation of non-operating subsidiaries” in the Consolidated Statements of Operations. See Note 4 of notes to consolidated financial statements.
|
(f) |
During 2016, we recognized $4 million of gain associated with the repurchase of $20 million face value of our Senior Notes due 2020 and Senior Notes 2022, which was recorded in "Gain (loss) on extinguishment of debt" in the Consolidated Statements of Operations. During 2014, we entered into a Third Amendment to the Credit and Guaranty Agreement for the Term Loan and recognized an $8 million charge for the early extinguishment of debt resulting from the write-off of deferred debt issuance costs and discount on debt associated with the Second Amended and Restated Credit and Guaranty Agreement. See Note14 of notes to consolidated financial statements.
|
(g) |
Represents foreign currency remeasurement which is included in “Other income (expense), net” in the Consolidated Statements of Operations.
|
(h) |
Includes noncash pension and postretirement costs, severance expense, adjustment of transfer tax related to the Exxaro Transaction, insurance settlement gain and other items included in “Selling general and administrative expenses” and “Cost of goods sold” in the Consolidated Statements of Operations.
|
(i) |
No income tax impact given full valuation allowance except for South Africa related restructuring costs. See Notes 3 and 5 of notes to consolidated financial statements.
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
TiO2 segment
|
$
|
6
|
$
|
(123
|
)
|
$
|
78
|
|||||
Alkali segment
|
84
|
69
|
—
|
|||||||||
Corporate
|
(54
|
)
|
(64
|
)
|
(78
|
)
|
||||||
Income (loss) from operations (U.S. GAAP)
|
36
|
(118
|
)
|
—
|
||||||||
TiO2 segment
|
171
|
246
|
289
|
|||||||||
Alkali segment
|
59
|
42
|
—
|
|||||||||
Corporate
|
6
|
6
|
6
|
|||||||||
Depreciation, depletion and amortization expense
|
236
|
294
|
295
|
|||||||||
TiO2 segment
|
59
|
92
|
70
|
|||||||||
Alkali segment
|
6
|
18
|
—
|
|||||||||
Corporate
|
(23
|
)
|
(14
|
)
|
(12
|
)
|
||||||
Other
|
42
|
96
|
58
|
|||||||||
TiO2 segment
|
236
|
215
|
437
|
|||||||||
Alkali segment
|
149
|
129
|
—
|
|||||||||
Corporate
|
(71
|
)
|
(72
|
)
|
(84
|
)
|
||||||
Adjusted EBITDA (non-U.S. GAAP)
|
$
|
314
|
$
|
272
|
$
|
353
|
Page No.
|
|
Tronox Limited Audited Annual Financial Statements
|
|
Report of Independent Registered Public Accounting Firm
|
68 |
Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015, and 2014
|
69 |
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2016, 2015, and 2014
|
70 |
Consolidated Balance Sheets at December 31, 2016 and 2015
|
71 |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015, and 2014
|
72 |
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2016, 2015, and 2014
|
73 |
Notes to Consolidated Financial Statements
|
74 |
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Net sales
|
$
|
2,093
|
$
|
2,112
|
$
|
1,737
|
||||||
Cost of goods sold
|
1,846
|
1,992
|
1,530
|
|||||||||
Gross profit
|
247
|
120
|
207
|
|||||||||
Selling, general and administrative expenses
|
(210
|
)
|
(217
|
)
|
(192
|
)
|
||||||
Restructuring expense
|
(1
|
)
|
(21
|
)
|
(15
|
)
|
||||||
Income (loss) from operations
|
36
|
(118
|
)
|
—
|
||||||||
Interest and debt expense, net
|
(184
|
)
|
(176
|
)
|
(133
|
)
|
||||||
Net loss on liquidation of non-operating subsidiaries
|
—
|
—
|
(35
|
)
|
||||||||
Gain (loss) on extinguishment of debt
|
4
|
—
|
(8
|
)
|
||||||||
Other income (expense), net
|
(29
|
)
|
28
|
27
|
||||||||
Loss before income taxes
|
(173
|
)
|
(266
|
)
|
(149
|
)
|
||||||
Income tax (provision) benefit
|
115
|
(41
|
)
|
(268
|
)
|
|||||||
Net loss
|
$
|
(58
|
)
|
$
|
(307
|
)
|
$
|
(417
|
)
|
|||
Net income attributable to noncontrolling interest
|
1
|
11
|
10
|
|||||||||
Net loss attributable to Tronox Limited
|
$
|
(59
|
)
|
$
|
(318
|
)
|
$
|
(427
|
)
|
|||
Loss per share, basic and diluted
|
$
|
(0.50
|
)
|
$
|
(2.75
|
)
|
$
|
(3.74
|
)
|
|||
Weighted average shares outstanding, basic and diluted (in thousands)
|
116,161
|
115,566
|
114,281
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Net loss
|
$
|
(58
|
)
|
$
|
(307
|
)
|
$
|
(417
|
)
|
|||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation adjustments
|
119
|
(292
|
)
|
(95
|
)
|
|||||||
Pension and postretirement plans:
|
||||||||||||
Actuarial gains (losses), net of taxes of less than $1 million in 2016, 2015, and 2014
|
(18
|
)
|
12
|
(83
|
)
|
|||||||
Amortization of unrecognized actuarial losses, net of taxes of less than $1 million in 2016, 2015 and 2014
|
2
|
3
|
1
|
|||||||||
Prior service credit (no tax impact, see Note 5)
|
(4
|
)
|
—
|
(3
|
)
|
|||||||
Pension and postretirement benefit curtailments gain (loss) (no tax impact, see Note 5)
|
(1
|
) |
—
|
37
|
||||||||
Settlement gain on the Netherlands Pension Plan, (no tax impact; See Note 5)
|
31
|
|
—
|
—
|
||||||||
Unrealized gains on derivative financial instruments, (no tax impact; See Note 5)
|
3
|
—
|
—
|
|||||||||
Other comprehensive income (loss)
|
132
|
(277
|
)
|
(143
|
)
|
|||||||
Total comprehensive income (loss)
|
$
|
74
|
$
|
(584
|
)
|
$
|
(560
|
)
|
||||
Comprehensive income (loss) attributable to noncontrolling interest:
|
||||||||||||
Net income
|
1
|
11
|
10
|
|||||||||
Foreign currency translation adjustments
|
31
|
(77
|
)
|
(31
|
)
|
|||||||
Comprehensive income (loss) attributable to noncontrolling interest
|
32
|
(66
|
)
|
(21
|
)
|
|||||||
Comprehensive income (loss) attributable to Tronox Limited
|
$
|
42
|
$
|
(518
|
)
|
$
|
(539
|
)
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
248
|
$
|
229
|
||||
Restricted cash
|
3
|
5
|
||||||
Accounts receivable, net of allowance for doubtful accounts
|
421
|
391
|
||||||
Inventories, net
|
532
|
630
|
||||||
Prepaid and other assets
|
49
|
46
|
||||||
Total current assets
|
1,253
|
1,301
|
||||||
Noncurrent Assets
|
||||||||
Property, plant and equipment, net
|
1,831
|
1,843
|
||||||
Mineral leaseholds, net
|
1,607
|
1,604
|
||||||
Intangible assets, net
|
223
|
244
|
||||||
Inventories, net
|
14
|
12
|
||||||
Other long-term assets
|
22
|
23
|
||||||
Total assets
|
$
|
4,950
|
$
|
5,027
|
||||
LIABILITIES AND EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$
|
181
|
$
|
159
|
||||
Accrued liabilities
|
174
|
180
|
||||||
Short-term debt
|
150
|
150
|
||||||
Long-term debt due within one year
|
16
|
16
|
||||||
Income taxes payable
|
1
|
43
|
||||||
Total current liabilities
|
522
|
548
|
||||||
Noncurrent Liabilities
|
||||||||
Long-term debt
|
2,888
|
2,910
|
||||||
Pension and postretirement healthcare benefits
|
122
|
141
|
||||||
Asset retirement obligations
|
73
|
77
|
||||||
Long-term deferred tax liabilities
|
152
|
143
|
||||||
Other long-term liabilities
|
32
|
98
|
||||||
Total liabilities
|
3,789
|
3,917
|
||||||
Commitments and Contingencies
|
||||||||
Shareholders’ Equity
|
||||||||
Tronox Limited Class A ordinary shares, par value $0.01 65,998,306 shares issued and 65,165,672 shares outstanding at December 31, 2016 and 65,443,363 shares issued and 64,521,851 shares outstanding at December 31, 2015
|
1
|
1
|
||||||
Tronox Limited Class B ordinary shares, par value $0.01 — 51,154,280 shares issued and outstanding at December 31, 2016 and 2015
|
—
|
—
|
||||||
Capital in excess of par value
|
1,524
|
1,500
|
||||||
(Accumulated deficit) retained earnings
|
(13
|
)
|
93
|
|||||
Accumulated other comprehensive loss
|
(495
|
)
|
(596
|
)
|
||||
Total Tronox Limited shareholders’ equity
|
1,017
|
998
|
||||||
Noncontrolling interest
|
144
|
112
|
||||||
Total equity
|
1,161
|
1,110
|
||||||
Total liabilities and equity
|
$
|
4,950
|
$
|
5,027
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Cash Flows from Operating Activities:
|
||||||||||||
Net loss
|
$
|
(58
|
)
|
$
|
(307
|
)
|
$
|
(417
|
)
|
|||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||||||
Depreciation, depletion and amortization
|
236
|
294
|
295
|
|||||||||
Corporate Reorganization
|
(107
|
)
|
—
|
—
|
||||||||
Deferred income taxes
|
(9
|
)
|
—
|
237
|
||||||||
Share-based compensation expense
|
25
|
22
|
20
|
|||||||||
Amortization of deferred debt issuance costs and discount on debt
|
11
|
11
|
10
|
|||||||||
Pension and postretirement healthcare benefit (income) expense
|
8
|
5
|
(3
|
)
|
||||||||
Net loss on liquidation of non-operating subsidiaries
|
—
|
—
|
35
|
|||||||||
(Gain) loss on extinguishment of debt
|
(4
|
)
|
—
|
8
|
||||||||
Amortization of fair value inventory step-up
|
—
|
9
|
—
|
|||||||||
Other, net
|
55
|
(4
|
)
|
1
|
||||||||
Contributions to employee pension and postretirement plans
|
(25
|
)
|
(17
|
)
|
(18
|
)
|
||||||
Changes in assets and liabilities:
|
||||||||||||
(Increase) decrease in accounts receivable
|
(27
|
)
|
20
|
23
|
||||||||
(Increase) decrease in inventories
|
111
|
157
|
(101
|
)
|
||||||||
(Increase) decrease in prepaid and other assets
|
(9
|
)
|
18
|
9
|
||||||||
Increase (decrease) in accounts payable and accrued liabilities
|
8
|
(12
|
)
|
22
|
||||||||
Increase (decrease) in taxes payable
|
(4
|
)
|
20
|
20
|
||||||||
Cash provided by operating activities
|
211
|
216
|
141
|
|||||||||
Cash Flows from Investing Activities:
|
||||||||||||
Capital expenditures
|
(119
|
)
|
(191
|
)
|
(187
|
)
|
||||||
Proceeds from the sale of assets
|
2
|
1
|
—
|
|||||||||
Acquisition of business
|
—
|
(1,650
|
)
|
—
|
||||||||
Cash used in investing activities
|
(117
|
)
|
(1,840
|
)
|
(187
|
)
|
||||||
Cash Flows from Financing Activities:
|
||||||||||||
Repayments of debt
|
(31
|
)
|
(18
|
)
|
(20
|
)
|
||||||
Proceeds from debt
|
—
|
750
|
—
|
|||||||||
Debt issuance costs
|
—
|
(15
|
)
|
(2
|
)
|
|||||||
Dividends paid
|
(46
|
)
|
(117
|
)
|
(116
|
)
|
||||||
Proceeds from the exercise of warrants and options
|
—
|
3
|
6
|
|||||||||
Cash provided by (used in) financing activities
|
(77
|
)
|
603
|
(132
|
)
|
|||||||
Effects of exchange rate changes on cash and cash equivalents
|
2
|
(26
|
)
|
(21
|
)
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
19
|
(1,047
|
)
|
(199
|
)
|
|||||||
Cash and cash equivalents at beginning of period
|
229
|
1,276
|
1,475
|
|||||||||
Cash and cash equivalents at end of period
|
$
|
248
|
$
|
229
|
$
|
1,276
|
||||||
Supplemental cash flow information:
|
||||||||||||
Interest paid, net
|
$
|
171
|
$
|
152
|
$
|
126
|
||||||
Income taxes paid
|
$
|
2
|
$
|
23
|
$
|
3
|
Tronox
Limited
Class A
Ordinary
Shares
|
Tronox
Limited
Class B
Ordinary
Shares
|
Capital
in
Excess
of par
Value
|
(Accumulated
Deficit)
Retained
Earnings
|
Accumulated
Other
Comprehensive
Loss
|
Total
Tronox
Limited
Shareholders’
Equity
|
Non-
controlling
Interest
|
Total
Equity
|
|||||||||||||||||||||||||
Balance at January 1, 2014
|
$
|
1
|
$
|
—
|
$
|
1,448
|
$
|
1,073
|
$
|
(284
|
)
|
$
|
2,238
|
$
|
199
|
$
|
2,437
|
|||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
(427
|
)
|
—
|
(427
|
)
|
10
|
(417
|
)
|
|||||||||||||||||||||
Other comprehensive loss
|
—
|
—
|
—
|
—
|
(112
|
)
|
(112
|
)
|
(31
|
)
|
(143
|
)
|
||||||||||||||||||||
Shares-based compensation
|
—
|
—
|
22
|
—
|
—
|
22
|
—
|
22
|
||||||||||||||||||||||||
Class A and Class B share dividends
|
—
|
—
|
—
|
(117
|
)
|
—
|
(117
|
)
|
—
|
(117
|
)
|
|||||||||||||||||||||
Warrants and options exercised
|
—
|
—
|
6
|
—
|
—
|
6
|
—
|
6
|
||||||||||||||||||||||||
Balance at December 31, 2014
|
$
|
1
|
$
|
—
|
$
|
1,476
|
$
|
529
|
$
|
(396
|
)
|
$
|
1,610
|
$
|
178
|
$
|
1,788
|
|||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
(318
|
)
|
—
|
(318
|
)
|
11
|
(307
|
)
|
|||||||||||||||||||||
Other comprehensive loss
|
—
|
—
|
—
|
—
|
(200
|
)
|
(200
|
)
|
(77
|
)
|
(277
|
)
|
||||||||||||||||||||
Shares-based compensation
|
—
|
—
|
21
|
—
|
—
|
21
|
—
|
21
|
||||||||||||||||||||||||
Class A and Class B share dividends
|
—
|
—
|
—
|
(118
|
)
|
—
|
(118
|
)
|
—
|
(118
|
)
|
|||||||||||||||||||||
Warrants and options exercised
|
—
|
—
|
3
|
—
|
—
|
3
|
—
|
3
|
||||||||||||||||||||||||
Balance at December 31, 2015
|
$
|
1
|
$
|
—
|
$
|
1,500
|
$
|
93
|
$
|
(596
|
)
|
$
|
998
|
$
|
112
|
$
|
1,110
|
|||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
(59
|
)
|
—
|
(59
|
)
|
1
|
(58
|
)
|
|||||||||||||||||||||
Other comprehensive income
|
—
|
—
|
—
|
—
|
101
|
101
|
31
|
132
|
||||||||||||||||||||||||
Shares-based compensation
|
—
|
—
|
25
|
—
|
—
|
25
|
—
|
25
|
||||||||||||||||||||||||
Class A and Class B share dividends
|
—
|
—
|
—
|
(47
|
)
|
—
|
(47
|
)
|
—
|
(47
|
)
|
|||||||||||||||||||||
Shares cancelled
|
—
|
—
|
(1
|
)
|
—
|
—
|
(1
|
)
|
—
|
(1
|
)
|
|||||||||||||||||||||
Balance at December 31, 2016
|
$
|
1
|
$
|
—
|
$
|
1,524
|
$
|
(13
|
)
|
$
|
(495
|
)
|
$
|
1,017
|
$
|
144
|
$
|
1,161
|
● |
Level 1 – Quoted prices in active markets for identical assets and liabilities;
|
● |
Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and,
|
● |
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities
|
Land improvements
|
10 — 20 years
|
Buildings
|
10 — 40 years
|
Machinery and equipment
|
3 — 25 years
|
Furniture and fixtures
|
10 years
|
2016
|
2015
|
|||||||
Balance, January 1,
|
$
|
15
|
$
|
4
|
||||
Restructuring expense
|
1
|
21
|
||||||
Cash payments
|
(16
|
)
|
(10
|
)
|
||||
Balance, December 31,
|
$
|
—
|
$
|
15
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
TiO
2
segment
|
$
|
1
|
$
|
20
|
$
|
12
|
||||||
Corporate
|
—
|
1
|
3
|
|||||||||
Total
|
$
|
1
|
$
|
21
|
$
|
15
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Net realized and unrealized foreign currency gains (losses)
|
$
|
(32
|
)
|
$
|
21
|
$
|
5
|
|||||
Interest income
|
3
|
7
|
13
|
|||||||||
Pension and postretirement benefit curtailment gains/(settlement losses)
(1)
|
(1
|
)
|
—
|
9
|
||||||||
Other, net
|
1
|
—
|
—
|
|||||||||
Total
|
$
|
(29
|
)
|
$
|
28
|
$
|
27
|
(1) |
During 2014, we recognized curtailment gains related to our U.S. postretirement healthcare plan and our Netherlands pension plan. During 2016, we recognized net settlement losses related to our Netherlands pension plan. See Note 21.
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Australia
|
$
|
(139
|
)
|
$
|
(353
|
)
|
(242
|
)
|
||||
International
|
(34
|
)
|
87
|
93
|
||||||||
Loss before income taxes
|
$
|
(173
|
)
|
$
|
(266
|
)
|
$
|
(149
|
)
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Australian:
|
||||||||||||
Current
|
$
|
65
|
$
|
(17
|
)
|
$
|
(15
|
)
|
||||
Deferred
|
—
|
—
|
(183
|
)
|
||||||||
International:
|
||||||||||||
Current
|
41
|
(24
|
)
|
(15
|
)
|
|||||||
Deferred
|
9
|
—
|
(55
|
)
|
||||||||
Income tax (provision) benefit
|
$
|
115
|
$
|
(41
|
)
|
$
|
(268
|
)
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Statutory tax rate
|
30
|
%
|
30
|
%
|
30
|
%
|
||||||
Increases (decreases) resulting from:
|
||||||||||||
Tax rate differences
|
65
|
39
|
78
|
|||||||||
Disallowable expenditures
|
(25
|
)
|
(4
|
)
|
(17
|
)
|
||||||
Valuation allowances
|
135
|
(89
|
)
|
(1,577
|
)
|
|||||||
Corporate Reorganization
|
(188
|
)
|
—
|
—
|
||||||||
Anadarko litigation settlement
|
—
|
—
|
1,341
|
|||||||||
State NOL limitations
|
—
|
—
|
(15
|
)
|
||||||||
State rate changes
|
(6
|
)
|
17
|
—
|
||||||||
Withholding taxes
|
63
|
(15
|
)
|
(24
|
)
|
|||||||
Prior year accruals
|
(4
|
)
|
3
|
(2
|
)
|
|||||||
Foreign exchange
|
—
|
0
|
1
|
|||||||||
Tax credits
|
—
|
1
|
2
|
|||||||||
Branch taxation
|
(4
|
)
|
1
|
4
|
||||||||
Other, net
|
—
|
2
|
(1
|
)
|
||||||||
Effective tax rate
|
66
|
%
|
(15
|
)%
|
(180
|
)%
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss and other carryforwards
|
$
|
1,900
|
$
|
1,614
|
||||
Property, plant and equipment, net
|
106
|
343
|
||||||
Reserves for environmental remediation and restoration
|
25
|
23
|
||||||
Obligations for pension and other employee benefits
|
78
|
86
|
||||||
Investments
|
25
|
25
|
||||||
Grantor trusts
|
1,055
|
1,231
|
||||||
Inventories, net
|
11
|
6
|
||||||
Interest
|
326
|
445
|
||||||
Other accrued liabilities
|
9
|
11
|
||||||
Unrealized foreign exchange losses
|
1
|
3
|
||||||
Other
|
13
|
15
|
||||||
Total deferred tax assets
|
3,549
|
3,802
|
||||||
Valuation allowance associated with deferred tax assets
|
(3,338
|
)
|
(3,576
|
)
|
||||
Net deferred tax assets
|
211
|
226
|
||||||
Deferred tax liabilities:
|
||||||||
Property, plant and equipment, net
|
(270
|
)
|
(222
|
)
|
||||
Intangible assets, net
|
(85
|
)
|
(96
|
)
|
||||
Inventories, net
|
(1
|
)
|
(8
|
)
|
||||
Unrealized foreign exchange gains
|
(2
|
)
|
(40
|
)
|
||||
Other
|
(5
|
)
|
(3
|
)
|
||||
Total deferred tax liabilities
|
(363
|
)
|
(369
|
)
|
||||
Net deferred tax liability
|
$
|
(152
|
)
|
$
|
(143
|
)
|
||
Balance sheet classifications:
|
||||||||
Deferred tax assets — long-term
|
—
|
—
|
||||||
Deferred tax liabilities — long-term
|
(152
|
)
|
(143
|
)
|
||||
Net deferred tax liability
|
$
|
(152
|
)
|
$
|
(143
|
)
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
Australia
|
$
|
(258
|
)
|
$
|
112
|
|||
United States
|
20
|
114
|
||||||
The Netherlands
|
—
|
6
|
||||||
South Africa
|
—
|
(1
|
)
|
|||||
Total increase (decrease) in valuation allowances
|
$
|
(238
|
)
|
$
|
231
|
Australia
|
U.S. Federal
|
U.S. State
|
Other
|
Tax Loss
Carryforwards
Total
|
||||||||||||||||
2017
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||
2018
|
—
|
—
|
21
|
—
|
21
|
|||||||||||||||
2019
|
—
|
—
|
1
|
—
|
1
|
|||||||||||||||
2020
|
—
|
—
|
16
|
—
|
16
|
|||||||||||||||
2021
|
—
|
—
|
3
|
17
|
20
|
|||||||||||||||
Thereafter
|
—
|
3,880
|
3,942
|
199
|
8,021
|
|||||||||||||||
No Expiration
|
542
|
—
|
—
|
17
|
559
|
|||||||||||||||
Total tax loss carryforwards
|
$
|
542
|
$
|
3,880
|
$
|
3,983
|
$
|
233
|
$
|
8,638
|
Year Ended December 31,
|
||||||||
2016
|
2015
|
|||||||
Balance at January 1
|
$
|
1
|
$
|
1
|
||||
Reductions for tax positions related to prior years
|
(1
|
)
|
—
|
|||||
Balance at December 31
|
$
|
—
|
$
|
1
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Numerator – Basic and Diluted:
|
||||||||||||
Net loss
|
$
|
(58
|
)
|
$
|
(307
|
)
|
$
|
(417
|
)
|
|||
Less: Net income attributable to noncontrolling interest
|
1
|
11
|
10
|
|||||||||
Undistributed net loss
|
(59
|
)
|
(318
|
)
|
(427
|
)
|
||||||
Percentage allocated to ordinary shares
(1)
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||
Net loss available to ordinary shares
|
$
|
(59
|
)
|
$
|
(318
|
)
|
$
|
(427
|
)
|
|||
Denominator – Basic and Diluted:
|
||||||||||||
Weighted-average ordinary shares (in thousands)
|
116,161
|
115,566
|
114,281
|
|||||||||
Net loss per Ordinary Share
(2)
:
|
||||||||||||
Basic and diluted net loss per ordinary share
|
$
|
(0.50
|
)
|
$
|
(2.75
|
)
|
$
|
(3.74
|
)
|
(1) |
Our participating securities do not have a contractual obligation to share in losses; therefore, when we have a net loss, none of the loss is allocated to participating securities. Consequently, for 2016, 2015, and 2014, the two-class method did not have an effect on our net loss per ordinary share calculation, and as such, dividends paid during the year did not impact this calculation.
|
(2) |
Net loss per ordinary share amounts were calculated from exact, not rounded net loss and share information.
|
December 31, 2016
|
December 31, 2015
|
December 31, 2014
|
||||||||||||||||||||||
Shares
|
Average
Exercise Price
|
Shares
|
Average
Exercise Price
|
Shares
|
Average
Exercise Price
|
|||||||||||||||||||
Options
|
1,970,481
|
$
|
21.19
|
2,189,967
|
$
|
21.15
|
2,560,875
|
$
|
21.14
|
|||||||||||||||
Series A Warrants
|
1,440,662
|
$
|
8.51
|
1,354,529
|
$
|
9.63
|
1,273,917
|
$
|
11.04
|
|||||||||||||||
Series B Warrants
|
1,953,207
|
$
|
9.37
|
1,833,834
|
$
|
10.63
|
1,715,986
|
$
|
12.19
|
|||||||||||||||
Restricted share units
|
5,587,331
|
$
|
7.19
|
1,494,027
|
$
|
23.04
|
875,776
|
$
|
22.17
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
Trade receivables
|
$
|
408
|
$
|
367
|
||||
Other
|
15
|
25
|
||||||
Subtotal
|
423
|
392
|
||||||
Allowance for doubtful accounts
|
(2
|
)
|
(1
|
)
|
||||
Accounts receivable, net of allowance for doubtful accounts
|
$
|
421
|
$
|
391
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
Raw materials
|
$
|
194
|
$
|
248
|
||||
Work-in-process
|
41
|
43
|
||||||
Finished goods, net
|
204
|
245
|
||||||
Materials and supplies, net
(1)
|
107
|
106
|
||||||
Total
|
546
|
642
|
||||||
Less: Inventories, net – non-current
|
(14
|
)
|
(12
|
)
|
||||
Inventories, net – current
|
$
|
532
|
$
|
630
|
(1) |
Consists of processing chemicals, maintenance supplies, and spare parts, which will be consumed directly and indirectly in the production of our products.
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
Land and land improvements
|
$
|
159
|
$
|
143
|
||||
Buildings
|
309
|
189
|
||||||
Machinery and equipment
|
1,888
|
1,765
|
||||||
Construction-in-progress
|
146
|
261
|
||||||
Other
|
50
|
44
|
||||||
Total
|
2,552
|
2,402
|
||||||
Less: accumulated depreciation
|
(721
|
)
|
(559
|
)
|
||||
Property, plant and equipment, net
(1)
|
$
|
1,831
|
$
|
1,843
|
(1) |
Substantially all of these assets are pledged as collateral for our debt. See Note 14.
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
Mineral leaseholds
|
$
|
1,996
|
$
|
1,948
|
||||
Less accumulated depletion
|
(389
|
)
|
(344
|
)
|
||||
Mineral leaseholds, net
|
$
|
1,607
|
$
|
1,604
|
December 31, 2016
|
December 31, 2015
|
|||||||||||||||||||||||
Gross
Cost
|
Accumulated
Amortization
|
Net Carrying
Amount
|
Gross
Cost
|
Accumulated
Amortization
|
Net Carrying
Amount
|
|||||||||||||||||||
Customer relationships
|
$
|
291
|
$
|
(115
|
)
|
$
|
176
|
$
|
294
|
$
|
(98
|
)
|
$
|
196
|
||||||||||
TiO
2
technology
|
32
|
(9
|
)
|
23
|
32
|
(8
|
)
|
24
|
||||||||||||||||
Internal-use software
|
45
|
(21
|
)
|
24
|
37
|
(13
|
)
|
24
|
||||||||||||||||
Other
|
—
|
—
|
—
|
9
|
(9
|
)
|
—
|
|||||||||||||||||
Intangible assets, net
|
$
|
368
|
$
|
(145
|
)
|
$
|
223
|
$
|
372
|
$
|
(128
|
)
|
$
|
244
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
Employee-related costs and benefits
|
$
|
83
|
$
|
69
|
||||
Restructuring costs
|
—
|
15
|
||||||
Interest
|
35
|
35
|
||||||
Sales rebates
|
25
|
28
|
||||||
Taxes other than income taxes
|
10
|
11
|
||||||
Other
|
21
|
22
|
||||||
Accrued liabilities
|
$
|
174
|
$
|
180
|
Original
Principal
|
Annual
Interest
Rate
|
Maturity
Date
|
December 31,
2016
|
December 31,
2015
|
||||||||||||||
Term Loan, net of unamortized discount
(1)
|
$
|
1,500
|
Variable
|
3/19/2020
|
$
|
1,441
|
$
|
1,454
|
||||||||||
Senior Notes due 2020
|
$
|
900
|
6.375
|
%
|
8/15/2020
|
896
|
900
|
|||||||||||
Senior Notes due 2022
|
$
|
600
|
7.50
|
%
|
3/15/2022
|
584
|
600
|
|||||||||||
Co-generation Unit Financing Arrangement
|
$
|
16
|
6.50
|
%
|
2/1/2016
|
-
|
1
|
|||||||||||
Lease financing
|
19
|
16
|
||||||||||||||||
Total borrowings
|
2,940
|
2,971
|
||||||||||||||||
Less: Long-term debt due within one year
|
(16
|
)
|
(16
|
)
|
||||||||||||||
Debt issuance costs
|
(36
|
)
|
(45
|
)
|
||||||||||||||
Long-term debt
|
$
|
2,888
|
$
|
2,910
|
(1) |
Average effective interest rate of 4.9%, 4.7% and 4.6% during 2016, 2015 and 2014, respectively.
|
Total Borrowings
|
||||
2017
|
$
|
16
|
||
2018
|
16
|
|||
2019
|
16
|
|||
2020
|
2,298
|
|||
2021
|
1
|
|||
Thereafter
|
598
|
|||
Total
|
2,945
|
|||
Remaining accretion associated with the Term Loan
|
(5
|
)
|
||
Total borrowings
|
$
|
2,940
|
Principal
Repayments
|
Interest
|
Total
Payments
|
||||||||||
2017
|
$
|
1
|
$
|
2
|
$
|
3
|
||||||
2018
|
1
|
2
|
3
|
|||||||||
2019
|
1
|
2
|
3
|
|||||||||
2020
|
1
|
2
|
3
|
|||||||||
2021
|
1
|
2
|
3
|
|||||||||
Thereafter
|
14
|
11
|
25
|
|||||||||
Total
|
$
|
19
|
$
|
21
|
$
|
40
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Interest on debt
|
$
|
174
|
$
|
160
|
$
|
124
|
||||||
Amortization of deferred debt issuance costs and discounts on debt
|
11
|
11
|
10
|
|||||||||
Bridge Facility
|
—
|
8
|
—
|
|||||||||
Capitalized interest
|
(4
|
)
|
(6
|
)
|
(3
|
)
|
||||||
Other
|
3
|
3
|
2
|
|||||||||
Total interest and debt expense, net
|
$
|
184
|
$
|
176
|
$
|
133
|
Year Ended December 31,
|
||||||||
2016
|
2015
|
|||||||
Balance, January 1,
|
$
|
81
|
$
|
90
|
||||
Additions
|
1
|
3
|
||||||
Accretion expense
|
5
|
5
|
||||||
Remeasurement/translation
|
1
|
(12
|
)
|
|||||
Changes in estimates, including cost and timing of cash flows
|
(11
|
)
|
(3
|
)
|
||||
Settlements/payments
|
(1
|
)
|
(2
|
)
|
||||
Balance, December 31,
|
$
|
76
|
$
|
81
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
Asset retirement obligations were classified as follows:
|
||||||||
Current portion included in “Accrued liabilities”
|
$
|
3
|
$
|
4
|
||||
Noncurrent portion included in “Asset retirement obligations”
|
73
|
77
|
||||||
|
||||||||
Asset retirement obligations
|
$
|
76
|
$
|
81
|
Operating
|
||||
2017
|
$
|
33
|
||
2018
|
25
|
|||
2019
|
19
|
|||
2020
|
18
|
|||
2021
|
18
|
|||
Thereafter
|
71
|
|||
Total
|
$
|
184
|
Class A Shares:
|
||||
Balance, January 1, 2015
|
63,968,616
|
|||
Shares issued for share-based compensation
|
403,213
|
|||
Shares issued upon warrants exercised
|
8,549
|
|||
Shares issued upon options exercised
|
141,473
|
|||
Balance, December 31, 2015
|
64,521,851
|
|||
Shares issued for share-based compensation
|
732,724
|
|||
Shares cancelled for share-based compensation
|
(89,062
|
)
|
||
Shares issued upon warrants exercised
|
159
|
|||
Balance, December 31, 2016
|
65,165,672
|
|||
Class B Shares:
|
||||
Balance at December 31, 2016 and 2015
|
51,154,280
|
Q1 2016
|
Q2 2016
|
Q3 2016
|
Q4 2016
|
|||||||||||||
Dividend per share
|
$
|
0.25
|
$
|
0.045
|
$
|
0.045
|
$
|
0.045
|
||||||||
Total dividend
|
$
|
30
|
$
|
5
|
$
|
5
|
$
|
6
|
||||||||
Record date (close of business)
|
March 4
|
May 16
|
August 17
|
November 16
|
Q1 2015
|
Q2 2015
|
Q3 2015
|
Q4 2015
|
|||||||||||||
Dividend per share
|
$
|
0.25
|
$
|
0.25
|
$
|
0.25
|
$
|
0.25
|
||||||||
Total dividend
|
$
|
29
|
$
|
30
|
$
|
30
|
$
|
29
|
||||||||
Record date (close of business)
|
March 9
|
May 18
|
August 19
|
November 16
|
Cumulative
Translation
Adjustment
|
Pension
Liability
Adjustment
|
Unrealized
Gains on
Derivatives
|
Total
|
|||||||||||||
Balance, January 1, 2014
|
$
|
(215
|
)
|
$
|
(69
|
)
|
$
|
—
|
$
|
(284
|
)
|
|||||
Other comprehensive loss
|
(99
|
)
|
(46
|
)
|
—
|
(145
|
)
|
|||||||||
Amounts reclassified from accumulated other comprehensive loss
(1)
|
35
|
(2
|
)
|
—
|
33
|
|||||||||||
Balance, December 31, 2014
|
$
|
(279
|
)
|
$
|
(117
|
)
|
$
|
—
|
$
|
(396
|
)
|
|||||
Other comprehensive income (loss)
|
(215
|
)
|
12
|
—
|
(203
|
)
|
||||||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
3
|
—
|
3
|
||||||||||||
Balance, December 31, 2015
|
$
|
(494
|
)
|
$
|
(102
|
)
|
$
|
—
|
$
|
(596
|
)
|
|||||
Other comprehensive income
|
88
|
8
|
4
|
100
|
||||||||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
2
|
(1
|
)
|
1
|
|||||||||||
Balance, December 31, 2016
|
$
|
(406
|
)
|
$
|
(92
|
)
|
$
|
3
|
$
|
(495
|
)
|
(1)
|
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 adjustment of $35 million, which was recorded in “Net gain (loss) on liquidation of non-operating subsidiaries” in the Consolidated Statements of Operations
|
Balance, January 1, 2014
|
$
|
199
|
||
Net income attributable to noncontrolling interest
|
10
|
|||
Effect of exchange rate changes
|
(31
|
)
|
||
Balance, December 31, 2014
|
$
|
178
|
||
Net income attributable to noncontrolling interest
|
11
|
|||
Effect of exchange rate changes
|
(77
|
)
|
||
Balance, December 31, 2015
|
$
|
112
|
||
Net income attributable to noncontrolling interest
|
1
|
|||
Effect of exchange rate changes
|
31
|
|||
Balance, December 31, 2016
|
$
|
144
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Restricted shares and restricted share units
|
$
|
21
|
$
|
15
|
$
|
13
|
||||||
Options
|
2
|
5
|
7
|
|||||||||
T-Bucks Employee Participation Plan
|
2
|
2
|
2
|
|||||||||
Long-term incentive plan
|
—
|
—
|
(2
|
)
|
||||||||
Total share-based compensation expense
|
$
|
25
|
$
|
22
|
$
|
20
|
Number
of Shares
|
Weighted Average
Grant Date
Fair Value
|
|||||||
Outstanding, January 1, 2016
|
373,278
|
$
|
22.02
|
|||||
Granted
|
306,645
|
4.16
|
||||||
Vested
|
(184,386
|
)
|
16.31
|
|||||
Forfeited
|
(211,137
|
)
|
22.37
|
|||||
Outstanding, December 31, 2016
|
284,400
|
$
|
6.09
|
|||||
Expected to vest, December 31, 2016
|
284,400
|
$
|
6.09
|
Number
of Shares
|
Weighted Average
Grant Date
Fair Value
|
|||||||
Outstanding, January 1, 2016
|
1,494,027
|
$
|
23.04
|
|||||
Granted
|
4,906,660
|
4.07
|
||||||
Vested
|
(548,338
|
)
|
17.49
|
|||||
Forfeited
|
(265,018
|
)
|
17.31
|
|||||
Outstanding, December 31, 2016
|
5,587,331
|
$
|
7.19
|
|||||
Expected to vest, December 31, 2016
|
6,211,035
|
$
|
6.81
|
Number of
Options
|
Weighted
Average
Exercise Price
|
Weighted
Average
Contractual
Life (years)
|
Intrinsic
Value
|
|||||||||||||
Outstanding, January 1, 2016
|
2,189,967
|
$
|
21.15
|
7.39
|
$
|
—
|
||||||||||
Forfeited
|
(46,149
|
)
|
20.98
|
|||||||||||||
Expired
|
(173,337
|
)
|
20.76
|
|||||||||||||
Outstanding, December 31, 2016
|
1,970,481
|
$
|
21.19
|
6.38
|
$
|
—
|
||||||||||
Expected to vest, December 31, 2016
|
224,369
|
$
|
22.04
|
7.12
|
$
|
—
|
||||||||||
Exercisable, December 31, 2016
|
1,745,575
|
$
|
21.08
|
6.29
|
$
|
—
|
Pension Protection Act
Zone Status
|
Tronox Contributions
|
||||||||||||||||||||||||
Pension
Fund
|
EIN/Pension
Plan
Number
|
2016
|
2015
|
FIP/RP
Pending/
Implemented
|
2016
|
2015
|
Surcharge
Imposed
|
Expiration
date of
Collective-
Bargaining
Agreement
|
|||||||||||||||||
PGB
|
NA
|
N/A |
Green
|
No
|
4 |
4
|
No
|
12/31/2019
|
Retirement Plans
|
Postretirement Healthcare
Plans
|
|||||||||||||||
Year Ended December
|
Year Ended December
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Change in benefit obligations
:
|
||||||||||||||||
Benefit obligation, beginning of year
|
$
|
511
|
$
|
581
|
$
|
7
|
$
|
8
|
||||||||
Service cost
|
5
|
4
|
—
|
—
|
||||||||||||
Interest cost
|
20
|
19
|
1
|
1
|
||||||||||||
Net actuarial (gains) losses
|
43
|
(42
|
)
|
—
|
—
|
|||||||||||
Foreign currency rate changes
|
(5
|
)
|
(16
|
)
|
—
|
(2
|
)
|
|||||||||
Contributions by plan participants
|
—
|
—
|
—
|
—
|
||||||||||||
Curtailment
|
—
|
|
—
|
—
|
—
|
|||||||||||
Settlement
|
(155
|
) |
—
|
—
|
—
|
|||||||||||
Plan amendments
|
4
|
|
—
|
—
|
—
|
|||||||||||
Benefits paid
|
(34
|
)
|
(31
|
)
|
—
|
—
|
||||||||||
Administrative expenses
|
(5
|
) |
(4
|
)
|
—
|
—
|
||||||||||
Benefit obligation, end of year
|
384
|
511
|
8
|
7
|
||||||||||||
Change in plan assets
:
|
||||||||||||||||
Fair value of plan assets, beginning of year
|
377
|
417
|
—
|
—
|
||||||||||||
Actual return on plan assets
|
41
|
(8
|
)
|
—
|
—
|
|||||||||||
Employer contributions
(1)
|
21
|
17
|
—
|
—
|
||||||||||||
Settlement
|
(126
|
)
|
—
|
—
|
—
|
|||||||||||
Foreign currency rate changes
|
(4
|
)
|
(14
|
)
|
—
|
—
|
||||||||||
Benefits paid
(1)
|
(34
|
)
|
(31
|
)
|
—
|
—
|
||||||||||
Administrative expenses
|
(5
|
)
|
(4
|
)
|
—
|
—
|
||||||||||
Fair value of plan assets, end of year
|
270
|
377
|
—
|
—
|
||||||||||||
Net over (under) funded status of plans
|
$
|
(114
|
)
|
$
|
(134
|
)
|
$
|
(8
|
)
|
$
|
(7
|
)
|
||||
Classification of amounts recognized in the Consolidated Balance Sheets
:
|
||||||||||||||||
Accrued liabilities
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
Pension and postretirement healthcare benefits
|
(114
|
)
|
(134
|
)
|
$
|
(8
|
)
|
(7
|
)
|
|||||||
Total liabilities
|
(114
|
)
|
(134
|
)
|
(8
|
)
|
(7
|
)
|
||||||||
Accumulated other comprehensive (income) loss
|
94
|
104
|
(2
|
)
|
(2
|
)
|
||||||||||
Total
|
$
|
(20
|
)
|
$
|
(30
|
)
|
$
|
(10
|
)
|
$
|
(9
|
)
|
(1) |
We expect 2017 contributions to be $18 million and $3 million for the qualified retirement plan and Alkali qualified retirement plan, respectively.
|
December 31, 2016
|
December 31, 2015
|
|||||||||||||||||||||||
US
Qualified
Plan
|
Alkali
Qualified
Plan
|
The
Netherlands
Plan
|
US
Qualified
Plan
|
Alkali
Qualified
Plan
|
The
Netherlands
Plan
|
|||||||||||||||||||
Accumulated benefit obligation
|
$
|
369
|
$
|
15
|
$
|
—
|
$
|
370
|
$
|
5
|
$
|
135
|
||||||||||||
Projected benefit obligation
|
(369
|
)
|
(15
|
)
|
—
|
(370
|
)
|
(5
|
)
|
(135
|
)
|
|||||||||||||
Fair value of plan assets
|
262
|
8
|
—
|
254
|
2
|
121
|
||||||||||||||||||
Funded status - underfunded
|
$
|
(107
|
)
|
$
|
(7
|
)
|
$
|
—
|
$
|
(116
|
)
|
$
|
(3
|
)
|
$
|
(14
|
)
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022-2026
|
|||||||||||||||||||
Retirement Plans
|
$
|
28
|
$
|
27
|
$
|
27
|
$
|
27
|
$
|
27
|
$
|
131
|
||||||||||||
Postretirement Healthcare Plan
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
2
|
Retirement Plans
|
Postretirement Healthcare Plans
|
|||||||||||||||||||||||
Year Ended December 31,
|
Year Ended December 31,
|
|||||||||||||||||||||||
2016
|
2015
|
2014
|
2016
|
2015
|
2014
|
|||||||||||||||||||
Net periodic cost:
|
||||||||||||||||||||||||
Service cost
|
$
|
5
|
$
|
4
|
$
|
4
|
$
|
—
|
$
|
—
|
$
|
1
|
||||||||||||
Interest cost
|
20
|
19
|
21
|
1
|
1
|
1
|
||||||||||||||||||
Expected return on plan assets
|
(20
|
)
|
(22
|
)
|
(23
|
)
|
—
|
—
|
—
|
|||||||||||||||
Net amortization of actuarial loss
|
2
|
3
|
1
|
—
|
—
|
1
|
||||||||||||||||||
Curtailment gains
|
(1
|
)
|
—
|
(3
|
)
|
—
|
—
|
(6
|
)
|
|||||||||||||||
Settlement losses
|
2
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Total net periodic cost (income)
|
$
|
8
|
$
|
4
|
$
|
—
|
$
|
1
|
$
|
1
|
$
|
(3
|
)
|
2016
|
2015
|
2014
|
||||||||||||||||||||||||||||||||||
US
Qualified
Plan
|
Alkali
Qualified
Plan
|
Netherlands
Plan
|
US
Qualified
Plan
|
Alkali
Qualified
Plan
|
Netherlands
Plan
|
US
Qualified
Plan
|
Alkali
Qualified
Plan
|
Netherlands
Plan
|
||||||||||||||||||||||||||||
Discount rate
|
4.75
|
%
|
5.00
|
%
|
2.25
|
%
|
3.75
|
%
|
4.15
|
%
|
2.25
|
%
|
4.50
|
%
|
—
|
3.50
|
%
|
|||||||||||||||||||
Expected return on plan assets
|
5.64
|
%
|
4.23
|
%
|
4.25
|
%
|
5.95
|
%
|
4.46
|
%
|
4.75
|
%
|
6.50
|
%
|
—
|
4.75
|
%
|
|||||||||||||||||||
Rate of compensation increases
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
3.25
|
%
|
2016
|
2015
|
2014
|
||||||||||||||||||||||||||||||||||
US
Qualified
Plan
|
Alkali
Qualified
Plan
|
Netherlands
Plan
(1)
|
US
Qualified
Plan
|
Alkali
Qualified
Plan
|
Netherlands
Plan
|
US
Qualified
Plan
|
Alkali
Qualified
Plan
|
Netherlands
Plan
|
||||||||||||||||||||||||||||
Discount rate
|
4.25
|
%
|
4.50
|
%
|
1.50
|
%
|
4.75
|
%
|
5.00
|
%
|
2.25
|
%
|
3.75
|
%
|
—
|
2.25
|
%
|
(1) |
This reflects the rate used to calculate the final Netherlands Plan benefit obligation immediately before the Settlement Date.
|
2016
|
2015
|
2014
|
|||||||||
Discount rate
|
10.87
|
%
|
10.94
|
%
|
9.16 |
%
|
December 31,
|
||||||||||||||||
2016
|
2015
|
|||||||||||||||
Actual
|
Target
|
Actual
|
Target
|
|||||||||||||
Qualified Plan:
|
||||||||||||||||
Comingled equity funds
|
36
|
%
|
38
|
%
|
37
|
%
|
38
|
%
|
||||||||
Debt securities
|
61
|
62
|
61
|
62
|
||||||||||||
Cash and cash equivalents
|
3
|
—
|
2
|
—
|
||||||||||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||||
Alkali Qualified Plan:
|
||||||||||||||||
Debt securities
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||||
Netherlands:
|
||||||||||||||||
Equity securities
|
—
|
%
|
—
|
%
|
24
|
%
|
25
|
%
|
||||||||
Debt securities
|
—
|
—
|
64
|
62
|
||||||||||||
Real estate
|
—
|
—
|
11
|
10
|
||||||||||||
Cash and cash equivalents
|
—
|
—
|
1
|
3
|
||||||||||||
Total
|
—
|
%
|
—
|
%
|
100
|
%
|
100
|
%
|
U.S. Qualified Plan
|
||||||||||||||||
Fair Value Measurement at December 31, 2016, Using:
|
||||||||||||||||
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
|||||||||||||
Asset category:
|
||||||||||||||||
Commingled Equity Funds
|
$
|
95
|
(1)
|
$
|
—
|
$
|
—
|
$
|
95
|
|||||||
Debt securities:
|
||||||||||||||||
Corporate
|
—
|
78
|
(2)
|
—
|
78
|
|||||||||||
Government
|
81
|
(3)
|
—
|
—
|
81
|
|||||||||||
Cash & cash equivalents:
|
||||||||||||||||
Commingled cash equivalents fund
|
8
|
(4)
|
—
|
—
|
8
|
|||||||||||
Total at fair value
|
$
|
184
|
$
|
78
|
$
|
—
|
$
|
262
|
(1) |
For commingled equity funds owned by the funds, fair value is based on observable quoted prices on active exchanges, which are level 1 inputs.
|
(2) |
For corporate related debt securities, the fair value is based on observable inputs of comparable market transactions, which are level 2 inputs.
|
(3) |
For government related debt securities, the fair value is based on observable quoted prices on active exchanges, which are level 1 inputs.
|
(4) |
For commingled cash equivalents funds, fair value is based on observable quoted prices on active exchanges, which are level 1 inputs.
|
Alkali Qualified Plan
|
||||||||||||||||
Fair Value Measurement at December 31, 2016, Using:
|
||||||||||||||||
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
|||||||||||||
Asset category:
|
||||||||||||||||
Debt securities:
|
||||||||||||||||
Fixed income funds
|
$
|
8
|
(1)
|
$
|
—
|
$
|
—
|
$
|
8
|
|||||||
Total at fair value
|
$
|
8
|
$
|
—
|
$
|
—
|
$
|
8
|
(1) |
For commingled fixed income funds, fair value is based on observable quoted prices on active exchanges, which are Level 1 inputs.
|
Fair Value
Measurement
at December
31, 2015
(1)
|
||||
Asset category:
|
||||
Commingled Equity Funds
|
$
|
93
|
||
Debt securities:
|
||||
Commingled Fixed Income Funds
|
155
|
|||
Cash & cash equivalents:
|
||||
Commingled Cash Equivalents Fund
|
6
|
|||
Total at fair value
|
$
|
254
|
(1) |
The fair values were measured at net asset value under ASC 820,
Fair Value Measurement
, as a practical expedient.
|
Alkali Qualified Plan
|
||||||||||||||||
Fair Value Measurement at December 31, 2015, Using:
|
||||||||||||||||
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
|||||||||||||
Asset category:
|
||||||||||||||||
Debt securities:
|
||||||||||||||||
US Fixed Income Funds
|
$
|
1
|
(1)
|
$
|
—
|
$
|
—
|
$
|
1
|
|||||||
Commingled Fixed Income Funds
|
—
|
1
|
(2)
|
—
|
1
|
|||||||||||
Total at fair value
|
$
|
1
|
$
|
1
|
$
|
—
|
$
|
2
|
(1) |
For US fixed income funds owned by the funds, fair value is based on observable quoted prices on active exchanges, which are Level 1.
|
(2) |
For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.
|
Netherlands Pension
|
||||||||||||||||
Fair Value Measurement at December 31, 2015, Using:
|
||||||||||||||||
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
|||||||||||||
Asset category:
|
||||||||||||||||
Equity securities — Non-U.S. Pooled Funds
|
$
|
—
|
$
|
29
|
(1)
|
$
|
—
|
$
|
29
|
|||||||
Debt securities — Non-U.S. Pooled Funds
|
—
|
77
|
(2)
|
—
|
77
|
|||||||||||
Real Estate Pooled Funds
|
—
|
13
|
(3)
|
—
|
13
|
|||||||||||
Cash equivalents
|
—
|
2
|
(4)
|
—
|
2
|
|||||||||||
Total at fair value
|
$
|
—
|
$
|
121
|
$
|
—
|
$
|
121
|
(1) |
For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed a Level 2 input.
|
(2) |
For pooled fund debt securities, the fair value is based on observable inputs, but do not solely rely on quoted market prices, and are therefore deemed Level 2 inputs.
|
(3) |
For real estate pooled funds, the fair value is based on observable inputs, but do not solely rely on quoted market prices, and are therefore deemed Level 2 inputs.
|
(4) |
For cash equivalents, the fair value is based on observable inputs but do not solely rely on quoted market prices and are therefore deemed level 2 inputs.
|
Valuation
|
||||
Consideration:
|
||||
Purchase price
|
$
|
1,650
|
||
Fair Value of Assets Acquired and Liabilities Assumed:
|
||||
Current Assets:
|
||||
Accounts receivable
|
$
|
147
|
||
Inventories
|
48
|
|||
Prepaid and other assets
|
32
|
|||
Total Current Assets
|
227
|
|||
Property, plant and equipment
(1)
|
767
|
|||
Mineral leaseholds
(2)
|
739
|
|||
Other long-term assets
|
3
|
|||
Total Assets
|
$
|
1,736
|
||
Current Liabilities:
|
||||
Accounts payable
|
46
|
|||
Accrued liabilities
|
28
|
|||
Total Current Liabilities
|
74
|
|||
Noncurrent Liabilities:
|
||||
Other
|
12
|
|||
Total Liabilities
|
86
|
|||
Net Assets
|
$
|
1,650
|
(1) |
The fair value of property, plant and equipment was determined using the cost approach, which estimates the replacement cost of each asset using current prices and labor costs, less estimates for physical, functional and technological obsolescence, based on the estimated useful life ranging from 5 to 38 years.
|
(2) |
The fair value of mineral rights was determined using the Discounted Cash Flow method, which was based upon the present value of the estimated future cash flows for the expected life of the asset taking into account the relative risk of achieving those cash flows and the time value of money. A discount rate of 10.4% was used taking into account the risks associated with such assets.
|
For the period
April 1, 2015 through
December 31, 2015
|
||||
Net sales
|
$
|
602
|
||
Income from operations
|
$
|
69
|
||
Net income
|
$
|
52
|
Year Ended December 31,
|
||||||||
2015
|
2014 | |||||||
Net sales
|
$ | 2,307 | $ | 2,520 | ||||
Income (loss) from operations
|
$ | (67 | ) | $ | 67 | |||
Net loss
|
$ | (260 | ) | $ | (405 |
)
|
||
Loss per share, basic and diluted
|
$ | (2.25 | ) | $ | (3.54 |
)
|
● |
exploration, mining, and beneficiation of mineral sands deposits;
|
● |
production of titanium feedstock (including chloride slag, slag fines, and rutile), pig iron, and zircon;
|
● |
production and marketing of TiO
2
; and
|
● |
electrolytic manganese dioxide manufacturing and marketing.
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
TiO
2
segment
|
$
|
1,309
|
$
|
1,510
|
$
|
1,737
|
||||||
Alkali segment
|
784
|
602
|
—
|
|||||||||
Net sales
|
$
|
2,093
|
$
|
2,112
|
$
|
1,737
|
||||||
TiO
2
segment
|
$
|
6
|
$
|
(123
|
)
|
$
|
78
|
|||||
Alkali segment
|
84
|
69
|
—
|
|||||||||
Corporate
|
(54
|
)
|
(64
|
)
|
(78
|
)
|
||||||
Income (loss) from operations
|
36
|
(118
|
)
|
—
|
||||||||
Interest and debt expense, net
|
(184
|
)
|
(176
|
)
|
(133
|
)
|
||||||
Net loss on liquidation of non-operating subsidiaries
|
—
|
—
|
(35
|
)
|
||||||||
Gain (loss) on extinguishment of debt
|
4
|
—
|
(8
|
)
|
||||||||
Other income, net
|
(29
|
)
|
28
|
27
|
||||||||
Loss before income taxes
|
(173
|
)
|
(266
|
)
|
(149
|
)
|
||||||
Income tax (provision) benefit
|
115
|
(41
|
)
|
(268
|
)
|
|||||||
Net loss
|
$
|
(58
|
)
|
$
|
(307
|
)
|
$
|
(417
|
)
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
U.S. operations
|
$
|
1,354
|
$
|
1,223
|
$
|
749
|
||||||
International operations:
|
||||||||||||
Australia
|
352
|
380
|
426
|
|||||||||
South Africa
|
200
|
313
|
329
|
|||||||||
The Netherlands
|
187
|
196
|
233
|
|||||||||
Total net sales
|
$
|
2,093
|
$
|
2,112
|
$
|
1,737
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Pigment
|
$
|
966
|
$
|
976
|
$
|
1,179
|
||||||
Alkali
|
784
|
602
|
—
|
|||||||||
Titanium feedstock and co-products
|
286
|
426
|
445
|
|||||||||
Electrolytic
|
57
|
108
|
113
|
|||||||||
Total net sales
|
$
|
2,093
|
$
|
2,112
|
$
|
1,737
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
TiO
2
segment
|
$
|
171
|
$
|
246
|
$
|
289
|
||||||
Alkali segment
|
59
|
42
|
—
|
|||||||||
Corporate
|
6
|
6
|
6
|
|||||||||
Total depreciation, amortization and depletion
|
$
|
236
|
$
|
294
|
$
|
295
|
Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
TiO
2
segment
|
$
|
84
|
$
|
164
|
$
|
184
|
||||||
Alkali segment
|
33
|
26
|
—
|
|||||||||
Corporate
|
2
|
1
|
3
|
|||||||||
Total capital expenditures
|
$
|
119
|
$
|
191
|
$
|
187
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
TiO
2
segment
|
$
|
2,990
|
$
|
3,055
|
||||
Alkali segment
|
1,669
|
1,690
|
||||||
Corporate
|
291
|
282
|
||||||
Total
|
$
|
4,950
|
$
|
5,027
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
U.S. operations
|
$
|
1,663
|
$
|
1,687
|
||||
International operations:
|
||||||||
South Africa
|
844
|
747
|
||||||
Australia
|
896
|
968
|
||||||
The Netherlands
|
35
|
45
|
||||||
Total
|
$
|
3,438
|
$
|
3,447
|
● |
Sale or other disposition of such Guarantor Subsidiary’s capital stock or all or substantially all of its assets and all of the indenture obligations (other than contingent obligations) of such Subsidiary Guarantor in respect of all other indebtedness of the Subsidiary Guarantors terminate upon the consummation of such transaction;
|
● |
Designation of such Guarantor Subsidiary as an “unrestricted subsidiary” under the indenture;
|
● |
In the case of certain Guarantor Subsidiaries that incur or guarantee indebtedness under certain credit facilities, upon the release or discharge of such Guarantor Subsidiary’s guarantee or incurrence of indebtedness that resulted in the creation of such guarantee, except a discharge or release as a result of payment under such guarantee;
|
● |
Legal defeasance, covenant defeasance, or satisfaction and discharge of the indenture obligations;
|
● |
Payment in full of the aggregate principal amount of all outstanding Senior Notes due 2020 and all other obligations under the indenture; or
|
● |
Release or discharge of the Guarantor Subsidiary’s guarantee of certain other indebtedness.
|
Consolidated
|
Eliminations
|
Tronox
Finance
LLC
|
Parent
Company
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
|||||||||||||||||||
Net sales
|
$
|
2,093
|
$
|
(199
|
)
|
$
|
—
|
$
|
—
|
$
|
1,742
|
$
|
550
|
|||||||||||
Cost of goods sold
|
1,846
|
(206
|
)
|
—
|
—
|
1,550
|
502
|
|||||||||||||||||
Gross profit
|
247
|
7
|
—
|
—
|
192
|
48
|
||||||||||||||||||
Selling, general and administrative expenses
|
(210
|
)
|
3
|
—
|
(27
|
)
|
(142
|
)
|
(44
|
)
|
||||||||||||||
Restructuring expenses
|
(1
|
)
|
—
|
—
|
—
|
1
|
(2
|
)
|
||||||||||||||||
Income (loss) from operations
|
36
|
10
|
—
|
(27
|
)
|
51
|
2
|
|||||||||||||||||
Interest and debt expense, net
|
(184
|
)
|
—
|
(105
|
)
|
—
|
(4
|
)
|
(75
|
)
|
||||||||||||||
Gain on extinguishment of debt
|
4
|
—
|
4
|
—
|
—
|
—
|
||||||||||||||||||
Other income (expense), net
|
(29
|
)
|
—
|
—
|
45
|
64
|
(138
|
)
|
||||||||||||||||
Intercompany interest income (expense)
|
—
|
—
|
—
|
509
|
(562
|
)
|
53
|
|||||||||||||||||
Equity in earnings of subsidiary
|
—
|
55
|
—
|
(281
|
)
|
(195
|
)
|
421
|
||||||||||||||||
Income (loss) before income taxes
|
(173
|
)
|
65
|
(101
|
)
|
246
|
(646
|
)
|
263
|
|||||||||||||||
Income tax benefit (provision)
|
115
|
—
|
30
|
(305
|
)
|
374
|
16
|
|||||||||||||||||
Net income (loss)
|
(58
|
)
|
65
|
(71
|
)
|
(59
|
)
|
(272
|
)
|
279
|
||||||||||||||
Net income attributable to noncontrolling interest
|
1
|
1
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Net income (loss) attributable to Tronox Limited
|
$
|
(59
|
)
|
$
|
64
|
$
|
(71
|
)
|
$
|
(59
|
)
|
$
|
(272
|
)
|
$
|
279
|
Consolidated
|
Eliminations
|
Tronox
Finance
LLC
|
Parent
Company
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
|||||||||||||||||||
Net income (loss)
|
$
|
(58
|
)
|
$
|
65
|
$
|
(71
|
)
|
$
|
(59
|
)
|
$
|
(272
|
)
|
$
|
279
|
||||||||
Other comprehensive income (loss):
|
||||||||||||||||||||||||
Foreign currency translation adjustments
|
119
|
(228
|
)
|
—
|
88
|
137
|
122
|
|||||||||||||||||
Pension and postretirement plans
|
10
|
(18
|
)
|
—
|
10
|
1
|
17
|
|||||||||||||||||
Unrealized gain (loss) on derivative financial instruments
|
3
|
(3
|
)
|
—
|
3
|
3
|
—
|
|||||||||||||||||
Other comprehensive income (loss)
|
132
|
(249
|
)
|
—
|
101
|
141
|
139
|
|||||||||||||||||
Total comprehensive income (loss)
|
$
|
74
|
$
|
(184
|
)
|
$
|
(71
|
)
|
42
|
$
|
(131
|
)
|
418
|
|||||||||||
Comprehensive income attributable to noncontrolling interest:
|
||||||||||||||||||||||||
Net income
|
1
|
1
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Foreign currency translation adjustments
|
31
|
31
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Comprehensive income attributable to noncontrolling interest
|
32
|
32
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Comprehensive income (loss) attributable to Tronox Limited
|
$
|
42
|
$
|
(216
|
)
|
$
|
(71
|
)
|
$
|
42
|
$
|
(131
|
)
|
$
|
418
|
Consolidated
|
Eliminations
|
Tronox
Finance
LLC
|
Parent
Company
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
|||||||||||||||||||
ASSETS
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$
|
248
|
$
|
—
|
$
|
1
|
$
|
2
|
$
|
181
|
$
|
64
|
||||||||||||
Restricted cash
|
3
|
—
|
—
|
—
|
3
|
—
|
||||||||||||||||||
Accounts receivable, net
|
421
|
—
|
—
|
—
|
322
|
99
|
||||||||||||||||||
Inventories, net
|
532
|
(13
|
)
|
—
|
—
|
363
|
182
|
|||||||||||||||||
Other current assets
|
49
|
(842
|
)
|
62
|
91
|
277
|
461
|
|||||||||||||||||
Investment in subsidiaries
|
—
|
(8,789
|
)
|
—
|
1,005
|
4,069
|
3,715
|
|||||||||||||||||
Property, plant and equipment, net
|
1,831
|
—
|
—
|
—
|
1,322
|
509
|
||||||||||||||||||
Mineral leaseholds, net
|
1,607
|
—
|
—
|
—
|
1,236
|
371
|
||||||||||||||||||
Intercompany loans receivable
|
—
|
(6,365
|
)
|
1,200
|
405
|
37
|
4,723
|
|||||||||||||||||
Other long-term assets
|
259
|
—
|
—
|
—
|
228
|
31
|
||||||||||||||||||
Total assets
|
$
|
4,950
|
$
|
(16,009
|
)
|
$
|
1,263
|
$
|
1,503
|
$
|
8,038
|
$
|
10,155
|
|||||||||||
LIABILITIES AND EQUITY
|
||||||||||||||||||||||||
Short-term debt
|
$
|
150
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
150
|
$
|
—
|
||||||||||||
Other current liabilities
|
372
|
(842
|
)
|
43
|
484
|
491
|
196
|
|||||||||||||||||
Long-term debt
|
2,888
|
—
|
1,462
|
—
|
—
|
1,426
|
||||||||||||||||||
Intercompany loans payable
|
—
|
(6,365
|
)
|
—
|
—
|
6,328
|
37
|
|||||||||||||||||
Other long-term liabilities
|
379
|
—
|
—
|
2
|
199
|
178
|
||||||||||||||||||
Total liabilities
|
3,789
|
(7,207
|
)
|
1,505
|
486
|
7,168
|
1,837
|
|||||||||||||||||
Total equity
|
1,161
|
(8,802
|
)
|
(242
|
)
|
1,017
|
870
|
8,318
|
||||||||||||||||
Total liabilities and equity
|
$
|
4,950
|
$
|
(16,009
|
)
|
$
|
1,263
|
$
|
1,503
|
$
|
8,038
|
$
|
10,155
|
Consolidated
|
Eliminations
|
Tronox
Finance
LLC
|
Parent
Company
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
|||||||||||||||||||
Cash Flows from Operating Activities:
|
||||||||||||||||||||||||
Net income (loss)
|
$
|
(58
|
)
|
$
|
65
|
$
|
(71
|
)
|
$
|
(59
|
)
|
$
|
(272
|
)
|
$
|
279
|
||||||||
Depreciation, depletion and amortization
|
236
|
—
|
—
|
—
|
185
|
51
|
||||||||||||||||||
Other
|
33
|
(65
|
)
|
(34
|
)
|
124
|
357
|
(349
|
)
|
|||||||||||||||
Cash provided by (used in) operating activities
|
211
|
—
|
(105
|
)
|
65
|
270
|
(19
|
)
|
||||||||||||||||
Cash Flows from Investing Activities:
|
||||||||||||||||||||||||
Capital expenditures
|
(119
|
)
|
—
|
—
|
—
|
(77
|
)
|
(42
|
)
|
|||||||||||||||
Proceeds on sale of assets
|
2
|
—
|
—
|
—
|
1
|
1
|
||||||||||||||||||
Collections of intercompany loans
|
—
|
(209
|
)
|
126
|
8
|
—
|
75
|
|||||||||||||||||
Intercompany loans
|
—
|
100
|
(5
|
)
|
—
|
(95
|
)
|
—
|
||||||||||||||||
Cash provided by (used in) investing activities
|
(117
|
)
|
(109
|
)
|
121
|
8
|
(171
|
)
|
34
|
|||||||||||||||
Cash Flows from Financing Activities:
|
||||||||||||||||||||||||
Repayments of debt
|
(31
|
)
|
—
|
(15
|
)
|
—
|
—
|
(16
|
)
|
|||||||||||||||
Repayments of intercompany loans
|
—
|
209
|
—
|
(126
|
)
|
(83
|
)
|
—
|
||||||||||||||||
Proceeds from intercompany loans
|
—
|
(100
|
)
|
—
|
100
|
—
|
—
|
|||||||||||||||||
Dividends paid
|
(46
|
)
|
—
|
—
|
(46
|
)
|
—
|
—
|
||||||||||||||||
Cash provided by (used in) financing activities
|
(77
|
)
|
109
|
(15
|
)
|
(72
|
)
|
(83
|
)
|
(16
|
)
|
|||||||||||||
Effects of exchange rate changes on cash and cash equivalents
|
2
|
—
|
—
|
—
|
—
|
2
|
||||||||||||||||||
Net increase in cash and cash equivalents
|
19
|
—
|
1
|
1
|
16
|
1
|
||||||||||||||||||
Cash and cash equivalents at beginning of period
|
$
|
229
|
$
|
—
|
$
|
—
|
$
|
1
|
$
|
165
|
$
|
63
|
||||||||||||
Cash and cash equivalents at end of period
|
$
|
248
|
$
|
—
|
$
|
1
|
$
|
2
|
$
|
181
|
$
|
64
|
Consolidated
|
Eliminations
|
Tronox
Finance
LLC
|
Parent
Company
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
|||||||||||||||||||
Net sales
|
$
|
2,112
|
$
|
(178
|
)
|
$
|
—
|
$
|
—
|
$
|
1,636
|
$
|
654
|
|||||||||||
Cost of goods sold
|
1,992
|
(165
|
)
|
—
|
—
|
1,527
|
630
|
|||||||||||||||||
Gross profit
|
120
|
(13
|
)
|
—
|
—
|
109
|
24
|
|||||||||||||||||
Selling, general and administrative expenses
|
(217
|
)
|
3
|
(1
|
)
|
(23
|
)
|
(155
|
)
|
(41
|
)
|
|||||||||||||
Restructuring expenses
|
(21
|
)
|
—
|
—
|
—
|
(15
|
)
|
(6
|
)
|
|||||||||||||||
Income (loss) from operations
|
(118
|
)
|
(10
|
)
|
(1
|
)
|
(23
|
)
|
(61
|
)
|
(23
|
)
|
||||||||||||
Interest and debt expense, net
|
(176
|
)
|
—
|
(103
|
)
|
—
|
(7
|
)
|
(66
|
)
|
||||||||||||||
Intercompany interest income (expense)
|
—
|
—
|
—
|
518
|
(568
|
)
|
50
|
|||||||||||||||||
Other income (expense), net
|
28
|
(1
|
)
|
—
|
4
|
(2
|
)
|
27
|
||||||||||||||||
Equity in earnings of subsidiary
|
—
|
672
|
—
|
(616
|
)
|
(56
|
)
|
—
|
||||||||||||||||
Income (loss) before income taxes
|
(266
|
)
|
661
|
(104
|
)
|
(117
|
)
|
(694
|
)
|
(12
|
)
|
|||||||||||||
Income tax benefit (provision)
|
(41
|
)
|
—
|
31
|
(201
|
)
|
133
|
(4
|
)
|
|||||||||||||||
Net income (loss)
|
(307
|
)
|
661
|
(73
|
)
|
(318
|
)
|
(561
|
)
|
(16
|
)
|
|||||||||||||
Net income attributable to noncontrolling interest
|
11
|
11
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Net income (loss) attributable to Tronox Limited
|
$
|
(318
|
)
|
$
|
650
|
$
|
(73
|
)
|
$
|
(318
|
)
|
$
|
(561
|
)
|
$
|
(16
|
)
|
Consolidated
|
Eliminations
|
Tronox
Finance
LLC
|
Parent
Company
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
|||||||||||||||||||
Net income (loss)
|
$
|
(307
|
)
|
$
|
661
|
$
|
(73
|
)
|
$
|
(318
|
)
|
$
|
(561
|
)
|
$
|
(16
|
)
|
|||||||
Other comprehensive income (loss):
|
||||||||||||||||||||||||
Foreign currency translation adjustments
|
(292
|
)
|
508
|
—
|
(215
|
)
|
(293
|
)
|
(292
|
)
|
||||||||||||||
Pension and postretirement plans
|
15
|
(14
|
)
|
—
|
15
|
18
|
(4
|
)
|
||||||||||||||||
Other comprehensive income (loss)
|
(277
|
)
|
494
|
—
|
(200
|
)
|
(275
|
)
|
(296
|
)
|
||||||||||||||
Total comprehensive income (loss)
|
(584
|
)
|
1,155
|
(73
|
)
|
(518
|
)
|
(836
|
)
|
(312
|
)
|
|||||||||||||
Comprehensive income (loss) attributable to noncontrolling interest:
|
||||||||||||||||||||||||
Net income
|
11
|
11
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Foreign currency translation adjustments
|
(77
|
)
|
(77
|
)
|
—
|
—
|
—
|
—
|
||||||||||||||||
Comprehensive income (loss) attributable to noncontrolling interest
|
(66
|
)
|
(66
|
)
|
—
|
—
|
—
|
—
|
||||||||||||||||
Comprehensive income (loss) attributable to Tronox Limited
|
$
|
(518
|
)
|
$
|
1,221
|
$
|
(73
|
)
|
$
|
(518
|
)
|
$
|
(836
|
)
|
$
|
(312
|
)
|
Consolidated
|
Eliminations
|
Tronox
Finance
LLC
|
Parent
Company
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
|||||||||||||||||||
ASSETS
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$
|
229
|
$
|
—
|
$
|
—
|
$
|
1
|
$
|
165
|
$
|
63
|
||||||||||||
Restricted cash
|
5
|
—
|
—
|
—
|
5
|
—
|
||||||||||||||||||
Accounts receivable
|
391
|
—
|
—
|
—
|
303
|
88
|
||||||||||||||||||
Inventories, net
|
630
|
(24
|
)
|
—
|
—
|
439
|
215
|
|||||||||||||||||
Other current assets
|
46
|
(4,345
|
)
|
657
|
1,473
|
1,149
|
1,112
|
|||||||||||||||||
Investment in subsidiaries
|
—
|
2,596
|
—
|
(3,274
|
)
|
678
|
—
|
|||||||||||||||||
Property, plant and equipment, net
|
1,843
|
—
|
—
|
—
|
1,388
|
455
|
||||||||||||||||||
Mineral leaseholds, net
|
1,604
|
—
|
—
|
—
|
1,266
|
338
|
||||||||||||||||||
Intercompany loans receivable
|
—
|
(7,106
|
)
|
688
|
5,936
|
76
|
406
|
|||||||||||||||||
Other long-term assets
|
279
|
—
|
4
|
—
|
258
|
17
|
||||||||||||||||||
Total assets
|
$
|
5,027
|
$
|
(8,879
|
)
|
$
|
1,349
|
$
|
4,136
|
$
|
5,727
|
$
|
2,694
|
|||||||||||
LIABILITIES AND EQUITY
|
||||||||||||||||||||||||
Short-term debt
|
$
|
150
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
150
|
$
|
—
|
||||||||||||
Other current liabilities
|
398
|
(4,345
|
)
|
45
|
2,443
|
2,081
|
174
|
|||||||||||||||||
Long-term debt
|
2,910
|
—
|
1,470
|
—
|
—
|
1,440
|
||||||||||||||||||
Intercompany loans payable
|
—
|
(7,106
|
)
|
5
|
694
|
6,338
|
69
|
|||||||||||||||||
Other long-term liabilities
|
459
|
—
|
—
|
1
|
267
|
191
|
||||||||||||||||||
Total liabilities
|
3,917
|
(11,451
|
)
|
1,520
|
3,138
|
8,836
|
1,874
|
|||||||||||||||||
Total equity
|
1,110
|
2,572
|
(171
|
)
|
998
|
(3,109
|
)
|
820
|
||||||||||||||||
Total liabilities and equity
|
$
|
5,027
|
$
|
(8,879
|
)
|
$
|
1,349
|
$
|
4,136
|
$
|
5,727
|
$
|
2,694
|
Consolidated
|
Eliminations
|
Tronox
Finance
LLC
|
Parent
Company
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
|||||||||||||||||||
Cash Flows from Operating Activities:
|
||||||||||||||||||||||||
Net income (loss)
|
$
|
(307
|
)
|
$
|
661
|
$
|
(73
|
)
|
$
|
(318
|
)
|
$
|
(561
|
)
|
$
|
(16
|
)
|
|||||||
Depreciation, depletion and amortization
|
294
|
—
|
—
|
—
|
232
|
62
|
||||||||||||||||||
Other
|
229
|
(662
|
)
|
596
|
352
|
542
|
(599
|
)
|
||||||||||||||||
Cash provided by (used in) operating activities
|
216
|
(1
|
)
|
523
|
34
|
213
|
(553
|
)
|
||||||||||||||||
Cash Flows from Investing Activities:
|
||||||||||||||||||||||||
Capital expenditures
|
(191
|
)
|
—
|
—
|
—
|
(68
|
)
|
(123
|
)
|
|||||||||||||||
Proceeds on sale of assets
|
1
|
—
|
—
|
—
|
1
|
—
|
||||||||||||||||||
Acquisition of business
|
(1,650
|
)
|
—
|
—
|
—
|
(1,650
|
)
|
—
|
||||||||||||||||
Investment in subsidiaries
|
—
|
1,526
|
—
|
(1,526
|
)
|
—
|
—
|
|||||||||||||||||
Return of capital from subsidiaries
|
—
|
(24
|
)
|
—
|
24
|
—
|
—
|
|||||||||||||||||
Collections of intercompany loans
|
—
|
(725
|
)
|
79
|
26
|
43
|
577
|
|||||||||||||||||
Intercompany loans
|
—
|
1,386
|
(589
|
)
|
(3
|
)
|
(237
|
)
|
(557
|
)
|
||||||||||||||
Cash provided by (used in) investing activities
|
(1,840
|
)
|
2,163
|
(510
|
)
|
(1,479
|
)
|
(1,911
|
)
|
(103
|
)
|
|||||||||||||
Cash Flows from Financing Activities:
|
||||||||||||||||||||||||
Repayments of debt
|
(18
|
)
|
—
|
—
|
—
|
(2
|
)
|
(16
|
)
|
|||||||||||||||
Repayments of intercompany loans
|
—
|
725
|
—
|
(103
|
)
|
(602
|
)
|
(20
|
)
|
|||||||||||||||
Proceeds from debt
|
750
|
—
|
—
|
—
|
150
|
600
|
||||||||||||||||||
Proceeds from intercompany loans
|
—
|
(1,386
|
)
|
—
|
1,380
|
3
|
3
|
|||||||||||||||||
Contribution from parent
|
—
|
(1,526
|
)
|
—
|
—
|
1,526
|
—
|
|||||||||||||||||
Return of capital to parent
|
—
|
24
|
—
|
—
|
(24
|
)
|
—
|
|||||||||||||||||
Partnership distribution to parent
|
—
|
1
|
—
|
—
|
(1
|
)
|
—
|
|||||||||||||||||
Debt issuance costs
|
(15
|
)
|
—
|
(13
|
)
|
—
|
(2
|
)
|
—
|
|||||||||||||||
Dividends paid
|
(117
|
)
|
—
|
—
|
(117
|
)
|
—
|
—
|
||||||||||||||||
Proceeds from the exercise of warrants and options
|
3
|
—
|
—
|
3
|
—
|
—
|
||||||||||||||||||
Cash provided by (used in) financing activities
|
603
|
(2,162
|
)
|
(13
|
)
|
1,163
|
1,048
|
567
|
||||||||||||||||
Effects of exchange rate changes on cash and cash equivalents
|
(26
|
)
|
—
|
—
|
—
|
—
|
(26
|
)
|
||||||||||||||||
Net increase (decrease) in cash and cash equivalents
|
(1,047
|
)
|
—
|
—
|
(282
|
)
|
(650
|
)
|
(115
|
)
|
||||||||||||||
Cash and cash equivalents at beginning of period
|
$
|
1,276
|
$
|
—
|
$
|
—
|
$
|
283
|
$
|
815
|
$
|
178
|
||||||||||||
Cash and cash equivalents at end of period
|
$
|
229
|
$
|
—
|
$
|
—
|
$
|
1
|
$
|
165
|
$
|
63
|
Consolidated
|
Eliminations
|
Tronox
Finance
LLC
|
Parent
Company
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
|||||||||||||||||||
Net sales
|
$
|
1,737
|
$
|
(211
|
)
|
$
|
—
|
$
|
—
|
$
|
1,224
|
$
|
724
|
|||||||||||
Cost of goods sold
|
1,530
|
(238
|
)
|
—
|
—
|
1,113
|
655
|
|||||||||||||||||
Gross profit
|
207
|
27
|
—
|
—
|
111
|
69
|
||||||||||||||||||
Selling, general and administrative expenses
|
(192
|
)
|
3
|
—
|
(13
|
)
|
(140
|
)
|
(42
|
)
|
||||||||||||||
Restructuring expenses
|
(15
|
)
|
—
|
—
|
—
|
(6
|
)
|
(9
|
)
|
|||||||||||||||
Income (loss) from operations
|
—
|
30
|
—
|
(13
|
)
|
(35
|
)
|
18
|
||||||||||||||||
Interest and debt expense, net
|
(133
|
)
|
—
|
(59
|
)
|
—
|
(4
|
)
|
(70
|
)
|
||||||||||||||
Intercompany interest income (expense)
|
—
|
—
|
—
|
546
|
(578
|
)
|
32
|
|||||||||||||||||
Net loss on liquidation of non-operating subsidiaries
|
(35
|
)
|
—
|
—
|
—
|
(33
|
)
|
(2
|
)
|
|||||||||||||||
Loss on extinguishment of debt
|
(8
|
)
|
—
|
—
|
—
|
(2
|
)
|
(6
|
)
|
|||||||||||||||
Other income (expense), net
|
27
|
53
|
—
|
1
|
(15
|
)
|
(12
|
)
|
||||||||||||||||
Equity in earnings of subsidiary
|
—
|
759
|
—
|
(706
|
)
|
(53
|
)
|
—
|
||||||||||||||||
Income (loss) before income taxes
|
(149
|
)
|
842
|
(59
|
)
|
(172
|
)
|
(720
|
)
|
(40
|
)
|
|||||||||||||
Income tax benefit (provision)
|
(268
|
)
|
—
|
18
|
(255
|
)
|
20
|
(51
|
)
|
|||||||||||||||
Net income (loss)
|
(417
|
)
|
842
|
(41
|
)
|
(427
|
)
|
(700
|
)
|
(91
|
)
|
|||||||||||||
Net income attributable to noncontrolling interest
|
10
|
10
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Net income (loss) attributable to Tronox Limited
|
$
|
(427
|
)
|
$
|
832
|
$
|
(41
|
)
|
$
|
(427
|
)
|
$
|
(700
|
)
|
$
|
(91
|
)
|
Consolidated
|
Eliminations
|
Tronox
Finance
LLC
|
Parent
Company
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
|||||||||||||||||||
Net income (loss)
|
$
|
(417
|
)
|
$
|
842
|
$
|
(41
|
)
|
$
|
(427
|
)
|
$
|
(700
|
)
|
$
|
(91
|
)
|
|||||||
Other comprehensive income (loss):
|
||||||||||||||||||||||||
Foreign currency translation adjustments
|
(95
|
)
|
186
|
—
|
(64
|
)
|
(85
|
)
|
(132
|
)
|
||||||||||||||
Pension and postretirement plans
|
(48
|
)
|
50
|
—
|
(48
|
)
|
(47
|
)
|
(3
|
)
|
||||||||||||||
Other comprehensive income (loss)
|
(143
|
)
|
236
|
—
|
(112
|
)
|
(132
|
)
|
(135
|
)
|
||||||||||||||
Total comprehensive income (loss)
|
(560
|
)
|
1,078
|
(41
|
)
|
(539
|
)
|
(832
|
)
|
(226
|
)
|
|||||||||||||
Comprehensive income (loss) attributable to noncontrolling interest:
|
||||||||||||||||||||||||
Net income
|
10
|
10
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Foreign currency translation adjustments
|
(31
|
)
|
(31
|
)
|
—
|
—
|
—
|
—
|
||||||||||||||||
Comprehensive income (loss) attributable to noncontrolling interest
|
(21
|
)
|
(21
|
)
|
—
|
—
|
—
|
—
|
||||||||||||||||
Comprehensive income (loss) attributable to Tronox Limited
|
$
|
(539
|
)
|
$
|
1,099
|
$
|
(41
|
)
|
$
|
(539
|
)
|
$
|
(832
|
)
|
$
|
(226
|
)
|
Consolidated
|
Eliminations
|
Tronox
Finance
LLC
|
Parent
Company
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
|||||||||||||||||||
Cash Flows from Operating Activities:
|
||||||||||||||||||||||||
Net income (loss)
|
$
|
(417
|
)
|
$
|
842
|
$
|
(41
|
)
|
$
|
(427
|
)
|
$
|
(700
|
)
|
$
|
(91
|
)
|
|||||||
Depreciation, depletion and amortization
|
295
|
—
|
—
|
—
|
217
|
78
|
||||||||||||||||||
Other
|
263
|
(842
|
)
|
(10
|
)
|
692
|
286
|
137
|
||||||||||||||||
Cash provided by (used in) operating activities
|
141
|
—
|
(51
|
)
|
265
|
(197
|
)
|
124
|
||||||||||||||||
Cash Flows from Investing Activities:
|
||||||||||||||||||||||||
Capital expenditures
|
(187
|
)
|
—
|
—
|
—
|
(76
|
)
|
(111
|
)
|
|||||||||||||||
Collections of intercompany loans
|
—
|
(51
|
)
|
51
|
—
|
—
|
—
|
|||||||||||||||||
Cash provided by (used in) investing activities
|
(187
|
)
|
(51
|
)
|
51
|
—
|
(76
|
)
|
(111
|
)
|
||||||||||||||
Cash Flows from Financing Activities:
|
||||||||||||||||||||||||
Repayments of debt
|
(20
|
)
|
—
|
—
|
—
|
(3
|
)
|
(17
|
)
|
|||||||||||||||
Repayments of intercompany loans
|
—
|
51
|
—
|
(51
|
)
|
—
|
—
|
|||||||||||||||||
Debt issuance costs
|
(2
|
)
|
—
|
—
|
—
|
—
|
(2
|
)
|
||||||||||||||||
Dividends paid
|
(116
|
)
|
—
|
—
|
(116
|
)
|
—
|
—
|
||||||||||||||||
Proceeds from the exercise of warrants and options
|
6
|
—
|
—
|
6
|
—
|
—
|
||||||||||||||||||
Cash provided by (used in) financing activities
|
(132
|
)
|
51
|
—
|
(161
|
)
|
(3
|
)
|
(19
|
)
|
||||||||||||||
Effects of exchange rate changes on cash and cash equivalents
|
(21
|
)
|
—
|
—
|
—
|
—
|
(21
|
)
|
||||||||||||||||
Net increase (decrease) in cash and cash equivalents
|
(199
|
)
|
—
|
—
|
104
|
(276
|
)
|
(27
|
)
|
|||||||||||||||
Cash and cash equivalents at beginning of period
|
$
|
1,475
|
$
|
—
|
$
|
—
|
$
|
179
|
$
|
1,091
|
$
|
205
|
||||||||||||
Cash and cash equivalents at end of period
|
$
|
1,276
|
$
|
—
|
$
|
—
|
$
|
283
|
$
|
815
|
$
|
178
|
1
st
Quarter
|
2
nd
Quarter
|
3
rd
Quarter
|
4
th
Quarter
|
|||||||||||||
Net sales
|
$
|
475
|
$
|
537
|
$
|
533
|
$
|
548
|
||||||||
Cost of goods sold
|
455
|
480
|
453
|
458
|
||||||||||||
Gross profit
|
20
|
57
|
80
|
90
|
||||||||||||
Net income (loss)
|
(92
|
)
|
(48
|
)
|
(42
|
)
|
124
|
(1)
|
||||||||
Net income (loss) attributable to noncontrolling interest
|
(1
|
)
|
2
|
(2
|
)
|
2
|
||||||||||
Net income (loss) attributable to Tronox Limited
|
$
|
(91
|
)
|
$
|
(50
|
)
|
$
|
(40
|
)
|
$
|
122
|
|||||
Income (loss) per share, basic
|
$
|
(0.78
|
)
|
$
|
(0.42
|
)
|
$
|
(0.35
|
)
|
$
|
1.04
|
|||||
Income (loss) per share, diluted
|
$
|
(0.78
|
)
|
$
|
(0.42
|
)
|
$
|
(0.35
|
)
|
$
|
1.00
|
(1) |
Includes the net impact of the Corporate Reorganization of a benefit of $137 million in the fourth quarter of 2016, reflecting the reversal of $139 million of withholding tax accruals, offset by a foreign currency loss of $2 million. For the year ended December 31, 2016, the net income impact was $107 million, reflecting a net reduction in withholding tax accruals of $110 million, offset by a foreign currency loss of $3 million.
|
1
st
Quarter
|
2
nd
Quarter
|
3
rd
Quarter
|
4
th
Quarter
|
|||||||||||||
Net sales
|
$
|
385
|
$
|
617
|
$
|
575
|
$
|
535
|
||||||||
Cost of goods sold
|
350
|
593
|
536
|
513
|
||||||||||||
Gross profit
|
35
|
24
|
39
|
22
|
||||||||||||
Net loss
|
(46
|
)
|
(118
|
)
|
(54
|
)
|
(89
|
)
|
||||||||
Net income attributable to noncontrolling interest
|
3
|
1
|
6
|
1
|
||||||||||||
Net loss attributable to Tronox Limited
|
$
|
(49
|
)
|
$
|
(119
|
)
|
$
|
(60
|
)
|
$
|
(90
|
)
|
||||
Loss per share, basic and diluted
|
$
|
(0.42
|
)
|
$
|
(1.03
|
)
|
$
|
(0.52
|
)
|
$
|
(0.78
|
)
|
● |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
● |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
|
● |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
|
Number of securities
to be issued upon
exercise of
outstanding restricted
shares, restricted share
units and options
(2)
|
Weighted-average
exercise price of
outstanding
restricted shares,
restricted
share units and
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
the second column)
(1)
|
||||||||||
Equity compensation plans approved by security holders
|
7,842,212
|
$
|
10.66
|
10,717,849
|
||||||||
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
|||||||||
Total
|
7,842,212
|
$
|
10.66
|
10,717,849
|
(1) |
Each share unit awarded under the Tronox Limited MEIP was granted at no cost to the persons receiving them and represents the contingent right to receive the equivalent number of Class A Shares.
|
(2) |
Excludes Warrants, as they were not issued under the Tronox Limited MEIP.
|
(a) |
The following documents are filed as part of this Annual Report on Form 10-K:
|
1. |
Consolidated Financial Statements
|
2. |
Consolidated Financial Statement Schedules
|
2.1
|
Amended and Restated Transaction Agreement by and among Tronox Incorporated, Tronox Limited, Concordia Acquisition Corporation, Concordia Merger Corporation, Exxaro Resources Limited, Exxaro Holdings Sands (Proprietary) Limited and Exxaro International BV, dated as of April 20, 2012 (incorporated by reference to Annex A to the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 filed by Tronox Limited and Tronox Incorporated on May 4, 2012).
|
2.2
|
Stock and Asset Purchase Agreement, dated as of February 3, 2015, by and among FMC Corporation, Tronox US Holdings Inc. and Tronox Limited (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Tronox Limited on February 4, 2015).
|
2.3 | Transaction Agreement, dated as of February 21, 2017, by and between Cristal, Tronox Limited and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Tronox Limited on February 21, 2017). |
Constitution of Tronox Limited, as amended on November 3, 2016 (filed herewith).
|
|
4.1
|
Indenture, dated as of August, 20, 2012, among Tronox Finance LLC, Tronox Limited, the other guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Quarterly Report on Form 10-Q filed by Tronox Limited on November 14, 2012).
|
4.2
|
Registration Rights Agreement, dated as of August 20, 2012, among Tronox Finance LLC, Tronox Limited, the other guarantors named therein and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representative of the initial purchasers (incorporated by reference to Exhibit 4.2 of the Quarterly Report on Form 10-Q filed by Tronox Limited on November 14, 2012).
|
4.3
|
First Supplemental Indenture, dated August 29, 2012, to the Indenture, dated as of August, 20, 2012 among Tronox Finance LLC, Tronox Limited, the other guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.3 of the Quarterly Report on Form 10-Q filed by Tronox Limited on November 14, 2012).
|
4.4
|
Indenture dated as of March 19, 2015 between Evolution Escrow Issuer LLC to be merged into Tronox Finance LLC and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed on April 7, 2015).
|
4.5
|
First Supplemental Indenture dated as of April 1, 2015 among Tronox Finance LLC (as successor to Evolution Escrow Issuer LLC), the parties named in Schedule I thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Report on Form 8-K filed on April 7, 2015).
|
4.6
|
Fifth Supplemental Indenture dated as of April 1, 2015 among Tronox Finance LLC, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Report on Form 8-K filed on April 7, 2015).
|
4.7 | Second Supplemental Indenture, dated as of January 31, 2017, to the Indenture, dated March 19, 2015 among Tronox Finance LLC, as Issuer, Tronox Limited as Parent, the guarantors named therein and Wilmington Trust, National Association, as trustee (filed herewith). |
4.8 | Sixth Supplemental Indenture, dated as of January 31, 2017, to the Indenture, dated August 20, 2012 among Tronox Finance LLC, as Issuer, Tronox Limited as Parent, the guarantors named therein and Wilmington Trust, National Association, as trustee (filed herewith). |
Seventh Supplemental Indenture, dated as of February 14, 2017, to the Indenture, dated August 20, 2012 among Tronox Finance LLC, as Issuer, Tronox Limited as Parent, the guarantors named therein and Wilmington Trust, National Association, as trustee (filed herewith).
|
|
Third Supplemental Indenture, dated as of February 14, 2017, to the Indenture, dated March 19, 2015 among Tronox Finance LLC, as Issuer, Tronox Limited as Parent, the guarantors named therein and Wilmington Trust, National Association, as trustee (filed herewith).
|
|
10.1
|
Amended and Restated Warrant Agreement, dated as of June 15, 2012, by and between Tronox Incorporated, Tronox Limited, Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
|
10.2*
|
Employment Agreement entered into as of February 14, 2011 by and between Tronox LLC and John D. Romano (incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-4 filed by Tronox Limited and Tronox Incorporated on December 30, 2011).
|
10.3*
|
Employment Agreement entered into as of February 14, 2011 by and between Tronox LLC and Michael J. Foster (incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-4 filed by Tronox Limited and Tronox Incorporated on December 30, 2011).
|
10.4
|
Shareholders’ Agreement by and between Tronox Sands Holdings PTY Limited, Tronox Limited, Exxaro Resources Limited, Exxaro Sands (Proprietary) Limited and Exxaro TSA Sands Proprietary Limited (incorporated by reference to Exhibit 10.10 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
|
10.5
|
Shareholder’s Deed dated June 15, 2012 by and between Tronox Limited, Thomas Casey, and Exxaro Resources Limited (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
|
10.6
|
Credit and Guaranty Agreement, dated February 8, 2012, by and among Tronox Pigments (Netherlands) B.V., Tronox Incorporated, the guarantors listed therein, the lenders listed therein, and Goldman Sachs Bank USA (incorporated by reference to Exhibit 10.14 of the Registration Statement on Form S-4 filed by Tronox Limited and Tronox Incorporated on March 22, 2012).
|
10.07*
|
Employment Agreement entered into as of April 19, 2012 by and between Tronox LLC and Thomas J. Casey (incorporated by reference to Exhibit 10.15 of the Registration Statement on Form S-4 filed by Tronox Limited and Tronox Incorporated on April 23, 2012).
|
10.8*
|
Tronox Limited Management Equity Incentive Plan (incorporated by reference to Exhibit 10.16 of the Registration Statement on Form S-4 filed by Tronox Limited and Tronox Incorporated on April 23, 2012).
|
10.9
|
First Amendment to the Credit and Guaranty Agreement, dated May 11, 2012, by and among Tronox Pigments (Netherlands) B.V., Tronox Incorporated, Goldman Sachs Bank USA, the requisite lenders party thereto and the guarantors party thereto (incorporated by reference to Exhibit 10.12 of the Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2012 filed by Tronox Limited on February 28, 2013).
|
10.10
|
Technical Amendment to the Credit and Guaranty Agreement, dated June 12, 2012, by and among Goldman Sachs Bank USA and Tronox Pigments (Netherlands) B.V. (incorporated by reference to Exhibit 10.13 of the Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2012 filed by Tronox Limited on February 28, 2013).
|
10.11
|
Transition Services Agreement, dated June 15, 2012, by and between Tronox Limited, Exxaro Resources Limited, Exxaro TSA Sands Proprietary Limited and Exxaro Sands (Proprietary) Limited (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
|
10.12
|
General Services Agreement, dated June 15, 2012, by and between Tronox Limited, Exxaro Resources Limited, Exxaro TSA Sands Proprietary Limited and Exxaro Sands (Proprietary) Limited (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
|
10.13
|
Template Project Services Agreement, dated June 15, 2012, by and between Tronox Limited and Exxaro Resources Limited (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
|
10.14
|
Revolving Syndicated Facility Agreement, dated June 18, 2012, among Tronox Incorporated, Tronox Limited, Guarantors named therein, Lenders named therein, UBS Securities LLC, as Arranger, Bookmanager, Documentation Agent and Syndication Agent, UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral Agent, UBS Loan Finance LLC, as Swingline Lender, and UBS AG, Stamford Branch, as Australian Security Trustee (incorporated by reference to Exhibit 10.7 of the Current Report on Form 8-K filed by Tronox Limited on June 20, 2012).
|
10.15
|
First Amendment to Revolving Syndicated Facility Agreement, dated August 8, 2012, among Tronox Limited, the other borrowers and the guarantors party thereto, the lenders party thereto and UBS AG, Stamford Branch (incorporated by reference to Exhibit 10.18 of the Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2012 filed by Tronox Limited on February 28, 2013).
|
10.16*
|
Separation Agreement and Release entered into as of February 9, 2013, by and between Tronox Limited and Daniel D. Greenwell (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Tronox Limited on February 13, 2013).
|
10.17*
|
First Amendment to that Certain Employment Agreement entered into as of February 22, 2013, by and between Tronox LLC and Thomas J. Casey (incorporated by reference to Exhibit 10.21 of the Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2012 filed by Tronox Limited on February 28, 2013).
|
10.18
|
Single Tenant Industrial Lease by and between Le Petomane XXVII, Inc., not individually but solely in the representative capacity as the Trustee of the Nevada Environmental Response Trust, and Tronox LLC dated February 14, 2011 (incorporated by reference to Exhibit 10.3 of the Annual Report on Form 10-K filed by Tronox Limited on February 27, 2014).
|
10.19*
|
Tronox Limited Annual Performance Bonus Plan (incorporated by reference to Exhibit B of the Definitive Proxy Statement of Tronox Limited filed on Form DEF 14A on April 15, 2013).
|
10.20*
|
Employment Agreement entered into as of July 25, 2013 by and between Tronox LLC and Jean Francois Turgeon (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Tronox Limited on August 7, 2013).
|
10.21*
|
Employment Agreement entered into as of August 1, 2013 by and between Tronox LLC and Katherine C. Harper. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Tronox Limited on August 7, 2013).
|
10.22*
|
Employment Agreement entered into as of March 1, 2014 by and between Tronox LLC and Richard L. Muglia (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by Tronox Limited on May 8, 2014).
|
10.23*
|
Separation Agreement entered into as of March 1, 2014 by and between Tronox Limited and Michael J. Foster (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed by Tronox Limited on May 8, 2014).
|
* |
Indicates management contract or compensatory plan or arrangement.
|
TRONOX LIMITED
|
|||
(Registrant)
|
|||
By:
|
/s/ Timothy Carlson
|
||
Name:
|
Timothy Carlson
|
||
Title:
|
Senior Vice President and Chief
|
||
Financial Officer
|
Signature
|
Title
|
Date
|
||
/s/ Thomas Casey
|
Chairman of the Board and
|
February 23, 2017
|
||
Thomas Casey
|
Chief Executive Officer
(Principal Executive Officer)
|
|||
/s/ Timothy Carlson
|
Senior Vice President and Chief
|
February 23, 2017
|
||
Timothy Carlson
|
Financial Officer
(Principal Financial Officer)
|
|||
/s/ Kevin V. Mahoney
|
Vice President and Controller
|
February 23, 2017
|
||
Kevin V. Mahoney
|
(Principal Accounting Officer)
|
|||
/s/ Daniel Blue
|
||||
Daniel Blue
|
Director
|
February 23, 2017
|
||
/s/ Mxolisi Mgojo
|
||||
Mxolisi Mgojo
|
Director
|
February 23, 2017
|
||
/s/ Andrew P. Hines
|
||||
Andrew P. Hines
|
Director
|
February 23, 2017
|
||
/s/ Wayne A. Hinman
|
||||
Wayne A. Hinman
|
Director
|
February 23, 2017
|
||
/s/ Peter Johnston
|
||||
Peter Johnston
|
Director
|
February 23, 2017
|
||
/s/ Ilan Kaufthal
|
||||
Ilan Kaufthal
|
Director
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February 23, 2017
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/s/ Sipho Nkosi
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Sipho Nkosi
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Director
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February 23, 2017
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/s/ Jeffry N. Quinn
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Jeffry N. Quinn
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Director
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February 23, 2017
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|
|
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Constitution of Tronox Limited
ACN
153 348 111
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As amended on November 3, 2016
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Level 26
181 William Street
Melbourne VIC 3000
Australia
T
61 3 9679 3000
F
61 3 9679 3111
Reference
03 3004 1786
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14.
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PROCEEDINGS AT MEETINGS OF MEMBERS
|
30
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14.1
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Member present at meeting
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30
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14.2
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Quorum
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30
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14.3
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Quorum not present
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30
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14.4
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Chairing meetings of members
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30
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14.5
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Attendance at general meetings
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31
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14.6
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Adjournment
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31
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14.7
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Business at adjourned meetings
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31
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15.
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PROXIES, ATTORNEYS AND REPRESENTATIVES
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31
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15.1
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Appointment of proxies
|
31
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15.2
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Member's attorney
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31
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15.3
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Deposit of proxy appointment forms, powers of attorney and proxy appointment authorities
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31
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15.4
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Corporate representatives
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32
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15.5
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Appointment for particular meeting, standing appointment and revocation
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32
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15.6
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Position of proxy or attorney if member present
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32
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15.7
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Priority of conflicting appointments of attorney or representative
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32
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15.8
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Additional current proxy appointments
|
32
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15.9
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Continuing authority
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32
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15.10
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Irrevocable proxy
|
33
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16.
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ENTITLEMENT TO VOTE
|
33
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16.1
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Number of votes
|
33
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16.2
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Casting vote of chairman
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33
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16.3
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Votes of joint holders
|
33
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16.4
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Votes of transmittees and guardians
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33
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16.5
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Voting restrictions
|
34
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16.6
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Decision on right to vote
|
34
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17.
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HOW VOTING IS CARRIED OUT
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34
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17.1
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Method of voting
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34
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17.2
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Demand for a poll
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34
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17.3
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When and how polls must be taken
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34
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17.4
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Direct votes
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35
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17.5
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Voting by beneficial owners
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35
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18.
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SECRETARY
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35
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18.1
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Appointment of Secretary
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35
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18.2
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Terms and conditions of office
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35
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18.3
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Cessation of Secretary's appointment
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36
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18.4
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Removal from office
|
36
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19.
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MINUTES
|
36
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19.1
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Minutes must be kept
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36
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19.2
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Minutes as evidence
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36
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19.3
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Inspection of minute books
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36
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20.
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COMPANY SEALS
|
36
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20.1
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Common seal
|
36
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20.2
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Use of seals
|
37
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20.3
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Fixing seals to documents
|
37
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21.
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FINANCIAL REPORTS AND AUDIT
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37
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21.1
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Company must keep financial records
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37
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21.2
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Financial reporting
|
37
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21.3
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Financial year end
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37
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21.4
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Audit
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37
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21.5
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Conclusive reports
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37
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21.6
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Inspection of financial records and books
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38
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22.
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SHARES
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38
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22.1
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Class A Shares and Class B Shares
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38
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22.2
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Issue at discretion of Board
|
38
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22.3
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Preference and redeemable preference shares
|
38
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22.4
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Brokerage and commissions
|
38
|
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22.5
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Surrender of shares
|
38
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23.
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CERTIFICATES
|
39
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23.1
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Certificated shares
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39
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23.2
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Multiple certificates and joint holders
|
39
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23.3
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Lost and worn out certificates
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39
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24.
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REGISTER
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39
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24.1
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Joint holders
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39
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24.2
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Non‑beneficial holders
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39
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25.
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COMPANY LIENS
|
40
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25.1
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Existence of liens
|
40
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25.2
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Sale under lien
|
40
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25.3
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Indemnity for payments required to be made by the Company
|
40
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26.
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DIVIDENDS
|
41
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26.1
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Accumulation of reserves
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41
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26.2
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Payment of dividends
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41
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26.3
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Amount of dividend
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41
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26.4
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Dividends in kind
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41
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26.5
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Payment of dividend by way of securities in another entity or corporation
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41
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26.6
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Method of payment
|
42
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26.7
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Joint holders' receipt
|
42
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26.8
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Retention of dividends by Company
|
42
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26.9
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No interest on dividends
|
42
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27.
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SHARE PLANS
|
42
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27.1
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Implementing share plans
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42
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27.2
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Board obligations and discretions
|
43
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28.
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TRANSFER OF SHARES
|
43
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28.1
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Modes of transfer
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43
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28.2
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Market obligations
|
43
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28.3
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Delivery of transfer and certificate
|
43
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28.4
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Refusal to register transfer
|
44
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28.5
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Transferor remains holder until transfer registered
|
44
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28.6
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Powers of attorney
|
44
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29.
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TRANSFER AND CONVERSION OF CLASS B SHARES
|
44
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29.1
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Special definitions
|
44
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29.2
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Conversion of Class B Shares
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45
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29.3
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Powers of Board
|
45
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29.4
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Transfer procedure for Class B Shares
|
45
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30.
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CONVERSION OF CLASS A SHARES
|
46
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31.
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TRANSMISSION OF SHARES
|
46
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31.1
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Death of joint holder
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46
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31.2
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Death of single holder
|
46
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31.3
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Transmission of shares on insolvency or mental incapacity
|
46
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31.4
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Refusal to register holder
|
46
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32.
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SMALL SHARE PARCELS
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47
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32.1
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Board power of sale
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47
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32.2
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Notice of proposed sale
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47
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32.3
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Terms of sale
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47
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32.4
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Share transfers
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47
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32.5
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Application of proceeds
|
47
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32.6
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Protections for transferee
|
47
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33.
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ALTERATION OF SHARE CAPITAL
|
48
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33.1
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Capitalisation of profits
|
48
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33.2
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Adjustment of capitalised amounts
|
48
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33.3
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Conversion of shares
|
48
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33.4
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Adjustments on conversion
|
48
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33.5
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Reduction of capital
|
48
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33.6
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Payments in kind
|
49
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33.7
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Payment in kind by way of securities in another corporation
|
49
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33.8
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Variation of rights
|
49
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34.
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WINDING UP
|
49
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34.1
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Entitlement of members
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49
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34.2
|
Distribution of assets generally
|
49
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34.3
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No distribution of liabilities
|
50
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34.4
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Distribution not in accordance with legal rights
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50
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35.
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NOTICES
|
50
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35.1
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Notices by Company
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50
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35.2
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Overseas members
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50
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35.3
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When notice is given
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50
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35.4
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Business days
|
51
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35.5
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Waiver of notice
|
51
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35.6
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Notice to joint holders
|
51
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35.7
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Counting days
|
51
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35.8
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Notices to "lost" members
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51
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36.
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UNCLAIMED MONEY
|
52
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37.
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AMENDMENT TO CONSTITUTION
|
52
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SCHEDULE – TERMS OF ISSUE OF PREFERENCE SHARES
|
53
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1. |
PRELIMINARY
|
1.1 |
Replaceable rules
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1.2 |
Definitions
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(a) |
a payment made as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);
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(b) |
an insurance premium paid by the Company or indemnity under rule 9; or
|
(c) |
any issue or acquisition of securities.
|
(a) |
the rate for the time being prescribed by the Board in respect of that rule; or
|
(b) |
if no rate is prescribed, 15% each year.
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1.3 |
Interpretation of this document
|
(a) |
A reference to:
|
(i) |
legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re‑enacted or replaced, and includes any subordinate legislation issued under it;
|
(ii) |
a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
|
(iii) |
a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and
|
(iv) |
anything (including a right, obligation or concept) includes each part of it.
|
(b) |
A singular word includes the plural, and vice versa.
|
(c) |
A word which suggests one gender includes the other genders.
|
(d) |
If a word is defined, another part of speech has a corresponding meaning.
|
(e) |
If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
|
(f) |
A reference to US$ is to United States dollars.
|
(g) |
The word
agreement
includes an undertaking or other binding arrangement or understanding, whether or not in writing.
|
(h) |
A power to do something includes a power, exercisable in the like circumstances, to revoke or undo it.
|
(i) |
A reference to a power is also a reference to authority or discretion.
|
(j) |
A reference to something being
written
or
in writing
includes that thing being represented or reproduced in any mode in a visible form.
|
(k) |
A word (other than a word defined in rule 1.2) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.
|
(l) |
A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act unless another statute is specified.
|
2. |
DIRECTORS
|
2.1 |
Number of Directors
|
(a) |
Subject to rule 2.1(b), the Board may decide the number of Directors but that number must be at least three.
|
(b) |
For so long as the Class B Voting Interest is at least ten percent, the number of Directors must be nine.
|
2.2 |
Eligibility
|
(a) |
A Director need not be a member.
|
(b) |
Neither the auditor of the Company for the time being nor any partner, director or employee of the auditor is eligible to act as a Director.
|
(c) |
Subject to rules 2.3(b) and 2.7, a person cannot be appointed, elected or re-elected as a director unless the Nominating Committee has first nominated or approved such appointment, election or re-election.
|
(d) |
A person cannot be appointed, elected or re-elected as:
|
(i) |
a Class A Director unless, for so long as the Class B Voting Interest is:
|
(A) |
at least ten percent, they or another Class A Director is ordinarily resident in Australia;
|
(B) |
less than ten percent, they and another Class A Director are ordinarily resident in Australia or two other Class A Directors are ordinarily resident in Australia; or
|
(ii) |
a Class B Director unless they or another Class B Director are ordinarily resident in Australia.
|
2.3 |
Nominating Committee
|
(a) |
In determining whether to nominate or approve a person to be a director, the Nominating Committee must take into account relevant legal and stock exchange listing requirements and any reasonable and customary corporate governance standards adopted by the Company regarding service as a director of the Company.
|
(b) |
Subject to rules 2.2(d), 2.3(a) and 2.4(a), the Nominating Committee shall nominate for appointment as a director the persons identified in a written nomination signed by the holders of a majority of the Class B Shares to be Class B Directors.
|
2.4 |
Number of Class A and Class B Directors
|
(a) |
For so long as the Class B Voting Interest is at least ten percent, holders of Class A Shares shall be entitled to vote separately as a class to elect a number of Class A Directors to the Board, and holders of Class B Shares shall be entitled to vote separately as a class to elect a number of Class B Directors to the Board, in each case as set forth below:
|
(i) |
if the Class B Voting Interest is at or above thirty percent, the Board shall consist of
six Class A Directors and three Class B Directors;
|
(ii) |
if the Class B Voting Interest is below thirty percent but at or above twenty percent, the Board shall consist of seven Class A Directors and two Class B Directors;
|
(iii) |
if the Class B Voting Interest is below twenty percent but at or above ten percent, the Board shall consist of eight Class A Directors and one Class B Director; and
|
(iv) |
if the Class B Voting Interest is less than ten percent, the Board shall consist of Class A Directors only.
|
(b) |
When the number of Class B Directors is reduced:
|
(i) |
as a result of the Class B Voting Interest being below a designated threshold in rule 2.4(a) (i) to (iii) on the day that is 120 days prior to the Company's annual general meeting; or
|
(ii) |
as a result of the Class B Voting Interest falling below ten percent at any time,
|
(c) |
If the number of Class B Directors has not reduced in accordance with rule 2.4(b) by the tenth day after the date on which the Class B Triggering Event occurs, the number of Class B Directors shall be reduced automatically to the number set forth in rule 2.4(a), with the Class B Director(s) whose last name(s) is alphabetically closest to the letters “ZZZZ” being designated the person(s) no longer eligible to serve on the Board and who automatically ceases to be a Director pursuant to rule 2.10(e). Such cessation does not prevent the person being eligible for election or appointment as a director in the future.
|
2.5 |
Appointment by Directors
|
(a) |
if the number of Class B Directors is less than the number of Class B Directors required by rule 2.4(a), Class B Directors may, by the affirmative vote of a majority of the remaining Class B Directors then in office, even if less than a quorum of the Board, appoint a person to be a Class B Director;
|
(b) |
if the number of Class A Directors is less than the number of Class A Directors required by rule 2.4(a), Class A Directors may, by the affirmative vote of a majority of the remaining Class A Directors then in office, even if less than a quorum of the Board, appoint a person to be a Class A Director;
|
(c) |
if the Class B Voting Interest is less than ten percent and the number of Directors for the time being fixed under rule 2.1 will not be exceeded, the Board may, by the affirmative vote of a majority of the remaining Class A Directors then in office, even if less than a quorum of the Board, appoint a person to be a Director; and
|
(d) |
before Closing, the Board may appoint a person nominated by a party to the Transaction Agreement to hold office from Closing to a Class A Director or a Class B Director.
|
2.6 |
Election of directors
|
(a) |
elect Class A Directors of the Company in each case by resolution passed by a majority of the votes cast by the holder of Class A Shares present in person or represented by proxy at the meeting and entitled to vote on the election of Class A Directors. For the purposes of rule 2.6, a “majority of the votes cast” shall mean that number of votes cast “for” a Class A Director’s election exceeds the number of votes cast “against” that Class A Directors’ election, provided, however, that the Class A Directors shall be elected by a Plurality of the votes of the Class A Shares present in person or represented by proxy at the meeting and entitled to vote on the election of Class A Directors if the number of candidates standing for election at the meeting as Class A Directors exceeds the number of Class A Directors which may be elected; and
|
(b) |
for so long as the Class B Voting Interest is at least ten percent, elect Class B Directors by a Plurality of the votes of the Class B Shares present in person or represented by proxy at the meeting and entitled to vote,
|
2.7 |
Election at general meeting
|
(a) |
A person can only be validly elected as a Director by the Company in general meeting at the annual general meeting of the Company.
|
(b) |
The Company in general meeting cannot validly elect a person as a Director unless:
|
(i) |
the person is nominated by the Nominating Committee in accordance with rules 2.2 and 2.3; or
|
(ii) |
a Conforming Nomination is:
|
(A) |
given to the Company by proposing member(s) who hold or Beneficially Own at least 5% of the Voting Shares of the Company and have held such Voting Shares since Closing or for at least three years; and
|
(B) |
received by the Company;
|
(I) |
in the case of the first annual general meeting, not earlier than the close of business on the 120th day prior to such annual general meeting and not later than the close of business on the later of the 90th day prior to such annual general meeting or the tenth day following the date on which Public Disclosure of the date of such annual general meeting is first made by the Company; and
|
(II) |
in any other case, not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance of the anniversary of the previous year’s annual meeting; provided, however, that in the event that such annual meeting is to be held on a day which is more than 30 days preceding the anniversary of the previous year’s annual meeting or more than 70 days after the anniversary of the previous year’s annual meeting, a Conforming Nomination must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the date on which Public Disclosure of the date of such annual meeting is first made by the Company.
|
(c) |
For the purposes of this rule, a
Conforming Nomination
must include each of the following:
|
(i) |
a nomination of the person (
nominee
) by a member (other than the nominee) setting out:
|
(A) |
the name, age, business address and residential address of the nominee;
|
(B) |
the principal occupation or employment of the nominee;
|
(C) |
the number of shares in the Company which are held by and Beneficially Owned by the nominee (if any); and
|
(D) |
such other information concerning the nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed, under the rules of the United States Securities and Exchange Commission, regardless of whether the Company is subject to such rules or not;
|
(ii) |
in respect of the member and the Beneficial Owner, if any, proposing the nominee, a statement containing:
|
(A) |
the name and address of the member as it appears on the Register, and of the Beneficial Owner of the relevant shares, if any, on whose behalf the nomination is being made;
|
(B) |
the class and number of shares in the Company which are held by the member (including any shares Beneficially Owned) and by the Beneficial Owner of the relevant shares, if any, on whose behalf the nomination is being made, as at the date of the Conforming Nomination;
|
(C) |
a representation by the member that it will notify the Company in writing of the class and number of shares held by it (including any shares Beneficial Owned) as of the record date for the meeting promptly following the record date;
|
(D) |
the identity of any control person and any information that would be required in Items 2, 3 and 4 of Schedule 13D of the Exchange Act, regardless of whether such Schedule 13D is required to be filed with the United States Securities and Exchange Commission or not;
|
(E) |
a description of any agreement, arrangement or understanding with respect to such nomination between or among the proposing member and any Affiliate of the member, and any others (including their names) acting in concert with any of the foregoing, including the nominee, and a representation that the proposing member will notify the Company in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed;
|
(F) |
a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Conforming Nomination by, or on behalf of, the proposing member or any Affiliate of the member, whether or not such instrument or right shall be subject to settlement in underlying shares of the Company, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the proposing member or any Affiliate of this member with respect to shares of the Company, and a representation that the proposing member will notify the Company in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed;
|
(G) |
a representation that the proposing member is a registered holder of shares of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to support the nomination of the nominee as a director;
|
(H) |
a representation whether the proposing member or the Beneficial Owner, if any, intends or is part of a group which intends:
|
(I) |
to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s issued shares required to approve the nomination; and/or
|
(II) |
otherwise to solicit proxies from members in support of the nomination;
|
(I) |
any other information relating to such proposing member and Beneficial Owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, whether or not the Company is subject to such rules; and
|
(iii) |
a consent to act as a Director and to be named in the notice of meeting signed by the nominee.
|
2.8 |
Retirement of Directors
|
(a) |
Each Director must retire from office at each annual general meeting.
|
(b) |
A Director who retires under this rule 2.8 is, subject to rule 2.2, eligible for re-election.
|
2.9 |
Time of retirement
|
2.10 |
Cessation of Director's appointment
|
(a) |
is not permitted by the Act (or an order made under the Act) to be a director;
|
(b) |
becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;
|
(c) |
resigns by notice in writing to the Company;
|
(d) |
is removed from office under rule 2.11; or
|
(e) |
ceases to be eligible to act as a Director under rule 2.2 or rule 2.4(c).
|
2.11 |
Removal from office
|
(a) |
Subject to section 203D:
|
(i) |
a Class A Director may be removed only for cause and only by a resolution passed by a majority of the votes attached to all issued Class A Shares at a separate meeting of the holders of Class A Shares; and
|
(ii) |
a Class B Director may be removed, with or without cause, only by a resolution passed by a majority of the votes attached to all issued Class B Shares at a separate meeting of the holders of Class B Shares, or the consent (delivered in writing to the Company) of the holders of a majority of all such issued Class B Shares.
|
(b) |
A resolution to remove a Class A Director pursuant to section 203D does not take effect until a replacement Class A Director has been appointed by a resolution passed by a majority of the votes attached to all issued Class A Shares at a separate meeting of the holders of Class A Shares.
|
(c) |
A resolution to remove a Class B Director pursuant to section 203D does not take effect until a replacement Class B Director has been appointed by a resolution passed by a majority of the votes attached to all issued Class B Shares at a separate meeting of the holders of Class B Shares.
|
(d) |
On a resolution to remove a Class A Director pursuant to section 203D or otherwise, Class B Shares carry no votes.
|
(e) |
On a resolution to remove a Class B Director pursuant to section 203D or otherwise, Class A Shares carry no votes.
|
2.12 |
Too few Directors
|
(a) |
to appoint Directors up to that minimum number;
|
(a) |
to convene a meeting of members; and
|
(b) |
in emergencies.
|
3. |
POWERS OF THE BOARD
|
3.1 |
Powers generally
|
(a) |
the business and affairs of the Company shall be managed by or under the direction of the Board; and
|
(b) |
the Board:
|
(i) |
may appoint officers of the Company and specify their powers and duties; and
|
(ii) |
may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the members.
|
3.2 |
Exercise of powers
|
(a) |
by resolution passed at a meeting of the Board or otherwise in accordance with rule 10; or
|
(b) |
in accordance with a delegation of the power under rule 5 or 6.
|
4. |
EXECUTING NEGOTIABLE INSTRUMENTS
|
5. |
CHIEF EXECUTIVE OFFICER
|
5.1 |
Appointment and power of Chief Executive Officer
|
(a) |
on the terms and subject to any restrictions the Board decides; and
|
(b) |
so as to be concurrent with, or to the exclusion of, the powers of the Board,
|
5.2 |
Retirement and removal of Chief Executive Officer
|
5.3 |
Termination of appointment of Chief Executive Officer
|
6. |
DELEGATION OF BOARD POWERS
|
6.1 |
Power to delegate
|
6.2 |
Power to revoke delegation
|
6.3 |
Terms of delegation
|
(a) |
for a specified period or without specifying a period; and
|
(b) |
on the terms (including power to further delegate) and subject to any restrictions the Board decides.
|
6.4 |
Committees
|
(a) |
The membership of any committee of the Board other than the Nominating Committee and the Special Committee must include the number of Class B Directors proportional to their representation on the Board rounded down to the larger of the nearest whole number and one.
|
(b) |
Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board. Unless otherwise provided by the Board, a majority of any committee (or the member thereof, if only one) shall constitute a quorum.
|
6.5 |
Audit committee
|
(a) |
comprise three Directors, all of whom shall satisfy the requirements of Rule 10A-3 under the Exchange Act, as amended, and the rules and regulations thereunder as in effect from time to time (
Rule 10A-3
); and
|
(b) |
have the authority required by Rule 10A-3, including responsibility for the appointment, compensation, retention and oversight of the auditor of the Company, establishing procedures for addressing complaints related to accounting or audit matters and engaging necessary advisors.
|
7. |
DIRECTORS' DUTIES AND INTERESTS
|
7.1 |
Compliance with duties under the Act and general law
|
7.2 |
Director can hold other offices etc
|
(a) |
hold any office or place of profit or employment other than that of the Company's auditor or any director or employee of the auditor;
|
(b) |
be a member of any corporation (including the Company) or partnership other than the Company's auditor;
|
(c) |
be a creditor of any corporation (including the Company) or partnership; or
|
(d) |
enter into any agreement with the Company.
|
7.3 |
Disclosure of interests
|
7.4 |
Director interested in a matter
|
(a) |
a Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter in relation to which that Director has a conflict of interest or duty;
|
(b) |
the Company may proceed with any transaction in relation to which a Director has an interest or conflict of duty and the Director may participate in the execution of any relevant document by or on behalf of the Company;
|
(c) |
the Director may retain any benefits accruing to the Director under the transaction; and
|
(d) |
the Company cannot avoid the transaction merely because of the existence of the Director's interest or conflict of duty.
|
7.5 |
Agreements with third parties
|
(a) |
fails to make a disclosure of a conflict of interest or duty; or
|
(b) |
is present at, or counted in the quorum for, a Board meeting that considers or votes on that agreement.
|
7.6 |
Obligation of secrecy
|
(a) |
in the course of duties as an officer of the Company;
|
(b) |
by the Board or the Company in general meeting; or
|
(c) |
by law.
|
7.7 |
Directors acting in the best interests of a Holding Company
|
(a) |
the Director acts in good faith in the best interests of the Holding Company; and
|
(b) |
the Company is not insolvent at the time the Director acts and does not become insolvent because of the Director's act.
|
8. |
DIRECTORS' REMUNERATION
|
8.1 |
Remuneration of Executive Directors
|
8.2 |
Remuneration of non‑executive Directors
|
(a) |
does not in any year exceed in aggregate US$600,000 multiplied by the number of non-executive Directors, or any greater amount fixed by ordinary resolution;
|
(b) |
is allocated among them:
|
(i) |
on an equal basis having regard to the proportion of the relevant year for which each Director held office; or
|
(ii) |
as otherwise decided by the Board; and
|
(c) |
is provided in the manner the Board decides, which may include provision of non‑cash benefits.
|
8.3 |
Additional Remuneration for extra services
|
8.4 |
Expenses of Directors
|
(a) |
in attending meetings of the Company, the Board, or a committee of the Board;
|
(b) |
on the business of the Company; or
|
(c) |
in carrying out duties as a Director.
|
8.5 |
Directors' retirement benefits
|
(a) |
agree with a Director or person about to become a Director that, when or after the person dies or otherwise ceases to be a Director, the Company will pay a pension or lump sum benefit to:
|
(i) |
that person; or
|
(ii) |
after that person's death, any of the surviving spouse, dependants or legal personal representatives of that person; or
|
(b) |
pay such a pension or lump sum benefit whether or not the Company has agreed to do so.
|
9. |
OFFICERS' INDEMNITY AND INSURANCE
|
9.1 |
Indemnity
|
(a) |
the Company must indemnify every officer of the Company and its related bodies corporate and may indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and
|
(b) |
the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.
|
9.2 |
Insurance
|
9.3 |
Former officers
|
9.4 |
Deeds
|
10. |
BOARD MEETINGS
|
10.1 |
Convening Board meetings
|
10.2 |
Notice of Board meeting
|
(a) |
The convenor of each Board meeting must give at least five business days written notice of the meeting (and, if it is adjourned, give reasonable notice of its resumption) individually to each Director who does not waive that requirement in accordance with rule 35.5.
|
(b) |
Such notice shall be deemed adequately delivered:
|
(i) |
when personally delivered to the Director;
|
(ii) |
when sent by confirmed facsimile to the Director at a number previously identified by the Director and currently on record with the Company;
|
(iii) |
when sent by email or electronic message to the Director at an email address or other electronic address (if any) previously identified by the Director and currently on record with the Company;
|
(iv) |
three Business Days after deposit in the mail in the same country as the address previously identified by the Director and currently on record with the Company, postage prepaid, by certified or registered mail, return receipt requested (by international express post, if the address is in another country), and addressed to the Director; or
|
(v) |
one Business Day after deposit with a national overnight delivery service in the same country as the address previously identified by the Director and currently on record with the Company, postage prepaid, and addressed to the Director.
|
(c) |
This Rule 10.2 does not apply to a Board meeting held before the Closing.
|
10.3 |
Use of technology
|
10.4 |
Chairing Board meetings
|
10.5 |
Quorum
|
(a) |
Subject to paragraph (b):
|
(i) |
unless the Board determines otherwise, the quorum for a Board meeting is a majority of the Directors; and
|
(ii) |
if a quorum is not present at any meeting of the Board, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
|
(b) |
For so long as the Class B Voting Interest is at least ten percent,
|
(i) |
the quorum for a Board meeting is six Directors (of whom at least one must be a Class B Director) and a quorum must be present for the whole meeting. A Director is treated as present at a meeting held by audio or audio‑visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present; and
|
(ii) |
if a Board meeting is adjourned because no Class B Director attends and a quorum is not achieved at the second consecutive attempt to convene the Board meeting due to the failure of any Class B Director to attend, then the requirement for a Class B Director to constitute a quorum shall not apply with respect to such meeting only, and such meeting shall be deemed a quorate meeting, provided that each Director receives at least five business days written notice of the adjourned Board meeting in accordance with rule 10.2 or waives that requirement in accordance with rule 35.5.
|
10.6 |
Board approval
|
(a) |
Subject to paragraph (b), a resolution of the Board must be passed by a majority of the votes cast by Directors present and entitled to vote on the resolution.
|
(b) |
For so long as the Class B Voting Interest is not less than ten percent, resolutions concerning the following matters must be passed by the affirmative vote of any six Directors (unless the holders of all Class B Shares consent otherwise):
|
(i) |
the election or early termination of the chairman of the Board;
|
(ii) |
the appointment or termination of the Company's Chief Executive Officer;
|
(iii) |
the delegation by the Board of any of its powers to a committee of the Board where such delegation authorizes the committee to bind the Company without further Board approval;
|
(iv) |
any proposed amendment to the Company's constitution (other than technical amendments that do not involve any material change);
|
(v) |
the decision to pay any dividends on the Voting Shares;
|
(vi) |
the decision to adopt a dividend reinvestment plan;
|
(vii) |
the settlement of any material environmental claims in excess of US$50 million;
|
(viii) |
the issue of any Voting Shares or securities convertible or exercisable into Voting Shares other than Permitted Issuances (as defined in the Shareholders Deed) where the amount to be issued when combined with any other Voting Shares or securities convertible or exercisable into Voting Shares in the previous 12 months would exceed 12% of the Company's then-issued Voting Shares (and for the purposes of this calculation only any securities convertible or exercisable into Voting Shares shall be treated as though such conversion or exercise had occurred);
|
(ix) |
any material acquisition or disposition of the Company's or any of its subsidiaries' assets valued at more than US$250 million (on a consolidated basis), or representing more than 20% of the Company's consolidated total assets, as set out in the most recent consolidated audited accounts;
|
(x) |
the entry by the Company or any of its subsidiaries into any agreement or obligation under which the consideration payable has an aggregate value in excess of US$250 million or represents more than 20% of the Company's consolidated total long-term liabilities, as set out in the most recent consolidated audited accounts;
|
(xi) |
the Company's entry into any other business area fundamentally different from its business following consummation of the transaction contemplated by the Transaction Agreements (as defined in the Shareholders Deed) or the Company fundamentally changing the scope of any existing business area, including materially diversifying its business into new commodities, engaging in significant operations involving new minerals or materially engaging with other types of natural resources;
|
(xii) |
the sale of all, or substantially all, of the Company's business or assets, or the issue or sale of a simple majority (or more) of the Voting Shares to any person other than a related body corporate; and
|
(xiii) |
the entry into any arrangements concerning, or in any way initiating, a proceeding for voluntary administration, winding-up, liquidation, dissolution, merger or consolidation.
|
(c) |
The chairman of a Board meeting does not have a casting vote. If an equal number of votes is cast for and against a resolution, the matter is decided in the negative.
|
10.7 |
Procedural rules
|
10.8 |
Written resolution
|
10.9 |
Additional provisions concerning written resolutions
|
(a) |
two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document; and
|
(b) |
a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.
|
10.10 |
Valid proceedings
|
(a) |
there was a defect in the appointment of the person; or
|
(b) |
the person was disqualified from continuing in office, voting on the resolution or doing the thing.
|
11. |
CONTROL AND SIGNIFICANT CORPORATE TRANSACTIONS
|
11.1 |
Member approval
|
(a) |
The following transactions or matters must be approved in accordance with rules 11.1(b):
|
(i) |
any scheme of arrangement, statutory merger, share issue or other similar transaction (which, for the avoidance of doubt, does not include a takeover offer made under Chapter 6 of the Act) under which the consideration to be received by the members of the Company immediately prior to the transaction (taken as a whole) would not entitle those members to, in aggregate, at least 50% of the Voting Power in one of the Company, its holding company, or the merged/surviving entity, immediately following such transaction; and:
|
(ii) |
any sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole,
|
(b) |
Transactions or matters listed in rule 11.1(a) must be approved by:
|
(i) |
the Board; and
|
(ii) |
for as long as the Class B Voting Interest is at least twenty percent:
|
(A) |
a resolution passed by a majority of the votes attached to all issued Class A Shares at a separate meeting of the holders of Class A Shares, excluding any Class A Shares held by the entity with which the Company is merging or to which it is issuing shares, or an Affiliate of that entity; and
|
(B) |
a resolution passed by a majority of the votes attached to all issued Class B Shares at a separate meeting of the holders of Class B Shares, excluding any Class B Shares held by the entity with which the Company is merging or to which it is issuing shares, or an Affiliate of that entity; and
|
(iii) |
if the Class B Voting Interest is less than twenty percent, a resolution passed by a majority of the votes attached to all issued Voting Shares, excluding any Voting Shares held by the entity with which the Company is merging or to which it is issuing shares, or an Affiliate of that entity.
|
11.2 |
Equal treatment reorganisations
|
(a) |
for as long as the Class B Voting Interest is at least twenty percent:
|
(i) |
a resolution passed by a majority of the votes attached to all issued Class A Shares at a separate meeting of the holders of Class A Shares, excluding any Class A Shares held by the entity with which the Company is merging or to which it is issuing shares, or an Affiliate of that entity; and
|
(ii) |
a resolution passed by a majority of the votes attached to all issued Class B Shares at a separate meeting of the holders of Class B Shares, excluding any Class B Shares held by the entity with which the Company is merging or to which it is issuing shares, or an Affiliate of that entity; or
|
(b) |
if the Class B Voting Interest is less than twenty percent, a resolution passed by a majority of the votes attached to all issued Voting Shares, excluding any Voting Shares held by the entity with which the Company is merging or to which it is issuing shares, or an Affiliate of that entity, any reorganisation or consolidation of the Company with one or more other persons, scheme of arrangement, share issue or similar transaction requiring an agreement by the Company or a statutory merger of the Company with another person in which the former holders of Class A Shares and/or Class B Shares are entitled to receive shares in another person and/or other securities or property (including cash) must provide that each holder of a Class A Share is entitled to receive, with respect to such share, the same kind and amount of shares of a person and other securities and property (including cash) receivable in such transaction by a holder of a Class B Share, and each holder of a Class B Share is entitled to receive, with respect to such share, the same kind and amount of shares of a person and other securities and property (including cash) receivable in such transaction by a holder of a Class A Share. In the event that the holders of Class A Shares (or of Class B Shares) are granted rights to elect to receive one of two or more alternative forms of consideration, this rule 11.2 shall be satisfied if holders of Class A Shares and holders of Class B Shares are granted identical election rights.
|
11.3 |
Prohibited acquisitions
|
(a) |
the Voting Power in the Company of any person (including the first-mentioned person) increasing from (i) 20% or below to more than 20%, or (ii) a starting point that is above 20% and below 90%; or
|
(b) |
breach of a restriction regarding the acquisition of Beneficial Ownership in Voting Shares contained in an agreement with the Company to which the person, or an Affiliate of the person, is a party,
|
(c) |
if rule 11.1(a) applies, has been approved in accordance with 11.1(b); or
|
(d) |
is expressly exempted from this rule by the Shareholders Deed or expressly contemplated by the Transaction Agreement; or
|
(e) |
has been approved by:
|
(i) |
a resolution passed by the holders of votes attached to at least 75% of all issued Class A Shares (excluding any Class A Shares held by the person, or an Affiliate of the person), voting at a separate meeting of the holders of Class A Shares; and
|
(ii) |
for as long as the Class B Voting Interest is at least twenty percent, a resolution passed by the holders of votes attached to at least 75% of all issued Class B Shares (excluding any Class B Shares held by the person, or an Affiliate of the person), voting at a separate meeting of the holders of Class B Shares; or
|
(f) |
has been approved by the Board.
|
11.4 |
Action by the Board
|
(a) |
require any member to provide such information as the Board considers appropriate to determine any of the matters under this rule;
|
(b) |
have regard to such public filings as it considers appropriate to determine any of the matters under this rule;
|
(c) |
make any determinations required under this rule, either after calling for submissions from affected members or other persons or without calling for such submissions;
|
(d) |
subject to applicable law and the applicable rules of any stock exchange, refuse to register any transfer of shares but only to the extent necessary so that, as far as the Board can judge the matter, the person otherwise in breach of rule 11.3 would not thereafter breach rule 11.3 or events described in paragraphs (a) or (b) of rule 11.3 or their effects would be reversed or remedied;
|
(e) |
determine that the voting rights (or some voting rights) attached to such number of Class A Shares or Class B Shares held by a person or persons whom the Board has resolved should not be capable of exercising their votes in accordance with this paragraph (
Excess Shares
) are from a particular time incapable of being exercised for a definite or indefinite period but only to the extent necessary so that, as far as the Board can judge the matter, the person otherwise in breach of rule 11.3 would not thereafter breach rule 11.3 or events described in paragraphs (a) or (b) of rule 11.3 or their effects would be reversed or remedied;
|
(f) |
determine that any Excess Shares must be sold but only to the extent necessary so that, as far as the Board can judge the matter, the person otherwise in breach of rule 11.3 would not thereafter breach rule 11.3 or events described in paragraphs (a) or (b) of rule 11.3 or their effects would be reversed or remedied;
|
(g) |
determine that any Excess Shares will not carry any right to any distributions from a particular time for a definite or indefinite period but only in respect of such number of shares, as far as the Board can judge the matter, as breaches rule 11.3 or as necessary to address events described in paragraphs (a) or (b) of rule 11.3 or their effects;
|
(h) |
take such other action for the purposes of enforcing this rule 11.3 in a timely and efficient manner including:
|
(i) |
prescribing rules (not inconsistent with this rule);
|
(ii) |
setting deadlines for the provision of information;
|
(iii) |
drawing adverse inferences where information requested is not provided;
|
(iv) |
making determinations or interim determinations;
|
(v) |
executing documents on behalf of a member;
|
(vi) |
paying costs and expenses out of proceeds of sale of Excess Shares; and
|
(vii) |
changing any decision or determination or rule previously made.
|
12. |
PROPORTIONAL TAKEOVER APPROVAL
|
12.1 |
Special definitions
|
12.2 |
Limited life of rule
|
12.3 |
Restriction on registration of transfers
|
12.4 |
Approving Resolution
|
(a) |
an Approving Resolution must be voted on at a meeting, convened and conducted by the Company, of the persons entitled to vote on the Approving Resolution;
|
(b) |
the Board must ensure that an Approving Resolution is voted on in accordance with this rule before the Resolution Deadline for the bid;
|
(c) |
a person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the bid was made, held securities included in that class is entitled to vote on an Approving Resolution;
|
(d) |
the bidder or an associate of the bidder is not entitled to vote on an Approving Resolution; and
|
(e) |
an Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.
|
12.5 |
General meeting provisions apply
|
12.6 |
Notice of meeting outcome
|
12.7 |
Failure to propose resolution
|
12.8 |
Rejected resolution
|
(a) |
despite section 652A, all offers under the bid that have not, as at the end of the Resolution Deadline, been accepted, and all Accepted Offers are taken to be withdrawn at the end of the Resolution Deadline;
|
(b) |
as soon as practical after the Resolution Deadline, the bidder must return to each person who accepted an Accepted Offer any documents that were sent by the person to the bidder with the acceptance of the offer;
|
(c) |
the bidder may rescind, and must rescind, as soon as practical after the Resolution Deadline, each contract resulting from the acceptance of an offer made under the bid; and
|
(d) |
a person who has accepted an offer made under the bid may rescind the contract (if any) resulting from that acceptance.
|
13. |
MEETINGS OF MEMBERS
|
13.1 |
Action by meeting
|
(a) |
Subject to paragraph 13.1(b), unless the Company has only one member, any action required or permitted to be taken by members of the Company must be taken at a meeting of members.
|
(b) |
When voting at a separate meeting of the holders of Class B Shares, holders of Class B Shares may act by written consent.
|
13.2 |
Annual general meeting
|
13.3 |
Calling meetings of members
|
(a) |
may be convened at any time by the Board, the chairman of the Board or the Chief Executive Officer; and
|
(b) |
must be convened by the Board when required by section 249D or 250N or by order made under section 249G.
|
13.4 |
Notice of meeting
|
(a) |
each member (whether or not the member is entitled to vote at the meeting);
|
(b) |
each Director; and
|
(c) |
the auditor.
|
13.5 |
Short notice
|
(a) |
if the Company has elected to convene a meeting of members as the annual general meeting, if all the members entitled to attend and vote agree; or
|
(b) |
otherwise, if members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,
|
13.6 |
Postponement or cancellation
|
(a) |
postpone a meeting of members;
|
(b) |
cancel a meeting of members; or
|
(c) |
change the place for a general meeting
|
13.7 |
Fresh notice
|
13.8 |
Notice to joint holders of shares
|
13.9 |
Location of meetings
|
(a) |
the Voting Shares are quoted;
|
(b) |
holders of a substantial number of shares have registered addresses;
|
(c) |
the executive headquarters of the Company are located; or
|
(d) |
at least four directors are ordinarily resident.
|
13.10 |
Technology
|
13.11 |
Accidental omission
|
13.12 |
Class meetings
|
14. |
PROCEEDINGS AT MEETINGS OF MEMBERS
|
14.1 |
Member present at meeting
|
14.2 |
Quorum
|
14.3 |
Quorum not present
|
(a) |
if called as a result of a request of members under section 249D, the meeting is dissolved; and
|
(b) |
in any other case:
|
(i) |
the meeting is adjourned to the day, time and place that the chairman of the Board or the Board decides and notifies to members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and
|
(ii) |
if a quorum is not present at the adjourned meeting, the meeting is dissolved.
|
14.4 |
Chairing meetings of members
|
(a) |
there is no Director who the Board has appointed to chair Board meetings for the time being; or
|
(b) |
the Director appointed to chair Board meetings is not present at the time for which a meeting of members is called or is not willing to chair the meeting,
|
14.5 |
Attendance at general meetings
|
(a) |
Every member has the right to attend all meetings of members whether or not
entitled to vote.
|
(b) |
Every Director has the right to attend and speak at all meetings of members whether or not a member.
|
(c) |
The auditor has the right to attend any meeting of members and to speak on any part of the business of the meeting which concerns the auditor in the capacity of auditor.
|
14.6 |
Adjournment
|
14.7 |
Business at adjourned meetings
|
15. |
PROXIES, ATTORNEYS AND REPRESENTATIVES
|
15.1 |
Appointment of proxies
|
(a) |
that complies with section 250A(1); or
|
(b) |
in any other form and mode that is, and is signed or otherwise authenticated by the member in a manner, satisfactory to the Board.
|
15.2 |
Member's attorney
|
15.3 |
Deposit of proxy appointment forms, powers of attorney and proxy appointment authorities
|
(a) |
in the case of a proxy, the proxy appointment form and, if it is executed or otherwise authenticated in a manner prescribed by a regulation made for the purposes of section 250A(1) by an attorney, the relevant power of attorney or other authority under which the appointment was authenticated or a certified copy of it; and
|
(b) |
in the case of an attorney, the power of attorney or a certified copy of it,
|
15.4 |
Corporate representatives
|
15.5 |
Appointment for particular meeting, standing appointment and revocation
|
15.6 |
Position of proxy or attorney if member present
|
(a) |
Subject to paragraph (b), the appointment of a proxy or attorney is not revoked by the member attending and taking part in the general meeting, but if the member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the member's proxy or attorney on the resolution.
|
(b) |
If a member has appointed a proxy or attorney under a document which is expressed to be irrevocable:
|
(i) |
the appointment of that proxy or attorney is not revoked by the member attending or taking part in the general meeting; and
|
(ii) |
a member is not entitled to vote, and must not vote, on a resolution if that member has appointed the proxy or attorney to vote on that resolution.
|
15.7 |
Priority of conflicting appointments of attorney or representative
|
(a) |
an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and
|
(b) |
subject to rule 15.7(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.
|
15.8 |
Additional current proxy appointments
|
15.9 |
Continuing authority
|
(a) |
dies or becomes mentally incapacitated;
|
(b) |
becomes bankrupt or an insolvent under administration or is wound up;
|
(c) |
revokes the appointment or revokes the authority under which the appointment was made by a third party; or
|
(d) |
transfers the share to which the appointment relates,
|
15.10
|
Irrevocable proxy
|
16. |
ENTITLEMENT TO VOTE
|
16.1 |
Number of votes
|
(a) |
on a show of hands:
|
(i) |
if a member has appointed two proxies, neither of those proxies may vote;
|
(ii) |
a member who is present and entitled to vote and is also a proxy, attorney or representative of another member has one vote; and
|
(iii) |
subject to paragraphs (a)(i) and (a)(ii), every individual present who is a member, or a proxy, attorney or representative of a member, entitled to vote has one vote; and
|
(b) |
on a poll, a member has one vote for every share held.
|
16.2 |
Casting vote of chairman
|
16.3 |
Votes of joint holders
|
16.4 |
Votes of transmittees and guardians
|
(a) |
is entitled to the transmission of a share under rule 31; or
|
(b) |
has power to manage a member's property under a law relating to the management of property of the mentally incapable,
|
16.5 |
Voting restrictions
|
(a) |
the Act requires that some members are not to vote on a resolution, or that votes cast by some members be disregarded, in order for the resolution to have an intended effect; and
|
(b) |
the notice of the meeting at which the resolution is proposed states that fact,
|
16.6 |
Decision on right to vote
|
17. |
HOW VOTING IS CARRIED OUT
|
17.1 |
Method of voting
|
17.2 |
Demand for a poll
|
(a) |
at least five members entitled to vote on the resolution; or
|
(b) |
members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or
|
(c) |
the chairman.
|
17.3 |
When and how polls must be taken
|
(a) |
the poll must be taken at the time and place and, subject to rule 17.3(b), in the manner that the chairman of the meeting directs;
|
(b) |
votes which section 250A(4) requires to be cast in a given way must be treated as cast in that way;
|
(c) |
a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and
|
(d) |
the result of the poll is the resolution of the meeting at which the poll was demanded.
|
17.4 |
Direct votes
|
17.5 |
Voting by beneficial owners
|
(a) |
attend the meeting; and
|
(b) |
cast the votes attaching to such shares (in person, or by proxy, attorney or representative), to the exclusion of the member concerned, on any resolution contemplated in the notice convening the meeting on which the member is entitled to cast a vote and for which a poll is demanded at the meeting.
|
18. |
SECRETARY
|
18.1 |
Appointment of Secretary
|
(a) |
must appoint at least one individual; and
|
(b) |
may appoint more than one individual,
|
18.2 |
Terms and conditions of office
|
18.3 |
Cessation of Secretary's appointment
|
(a) |
is not permitted by the Act (or an order made under the Act) to be a secretary of a company;
|
(b) |
becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;
|
(c) |
becomes of unsound mind or physically or mentally incapable of performing the functions of that office;
|
(d) |
resigns by notice in writing to the Company; or
|
(e) |
is removed from office under rule 18.4.
|
18.4 |
Removal from office
|
19. |
MINUTES
|
19.1 |
Minutes must be kept
|
(a) |
proceedings and resolutions of meetings of the Company's members;
|
(b) |
the names of Directors present at each Board meeting or committee meeting;
|
(c) |
proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 6);
|
(d) |
resolutions passed by Directors without a meeting; and
|
(e) |
disclosures and notices of Directors' interests,
|
19.2 |
Minutes as evidence
|
19.3 |
Inspection of minute books
|
20. |
COMPANY SEALS
|
20.1 |
Common seal
|
(a) |
may decide whether or not the Company has a common seal; and
|
(b) |
is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).
|
20.2 |
Use of seals
|
20.3 |
Fixing seals to documents
|
(a) |
by two Directors;
|
(b) |
by one Director and one Secretary; or
|
(c) |
by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.
|
21. |
FINANCIAL REPORTS AND AUDIT
|
21.1 |
Company must keep financial records
|
(a) |
correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and
|
(b) |
would enable true and fair financial statements to be prepared and audited,
|
21.2 |
Financial reporting
|
21.3 |
Financial year end
|
21.4 |
Audit
|
21.5 |
Conclusive reports
|
21.6 |
Inspection of financial records and books
|
22. |
SHARES
|
22.1 |
Class A Shares and Class B Shares
|
22.2 |
Issue at discretion of Board
|
(a) |
Subject to rules 22.2(b) and 22.2(c) and section 259C, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of, unissued shares to any person on the terms, with the rights, and at the times that the Board decides.
|
(b) |
The Board cannot issue partly paid shares.
|
(c) |
No additional Class B Shares may be issued by the Company unless:
|
(i) |
a resolution approving such issue is passed by the holders of at least 80% of the votes attached to all issued Class B Shares;
|
(ii) |
such issue is required or permitted pursuant to the terms of an agreement with holders of Class B Shares (including, for the avoidance of doubt, the Shareholders Deed); or
|
(iii) |
pursuant to a dividend reinvestment plan.
|
22.3 |
Preference and redeemable preference shares
|
(a) |
unless other rights have been approved by Special Resolution of the Company, the rights set out in the schedule; or
|
(b) |
the rights approved by Special Resolution of the Company as applicable to those shares.
|
22.4 |
Brokerage and commissions
|
22.5 |
Surrender of shares
|
(a) |
to compromise a question as to whether those shares have been validly issued; or
|
(b) |
if surrender is otherwise within the Company's powers.
|
23. |
CERTIFICATES
|
23.1 |
Certificated shares
|
(a) |
The Company must issue a certificate of title to shares if required by section 1071H that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H. The Company must not charge any fee to issue a certificate.
|
(b) |
The Company will, on request of a member, issue a certificate to that member.
|
23.2 |
Multiple certificates and joint holders
|
23.3 |
Lost and worn out certificates
|
(a) |
is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or
|
(b) |
is defaced or worn out and is produced to the Company, the Company may,
|
24. |
REGISTER
|
24.1 |
Joint holders
|
(a) |
delivery of certificates;
|
(b) |
the right to vote (to which rule 16.1 applies);
|
(c) |
the power to give directions as to payment of, or a receipt for, dividends (to which rules 26.6 and 26.7 apply); and
|
(d) |
transfer.
|
24.2 |
Non‑beneficial holders
|
(a) |
may treat the registered holder of any share as the absolute owner of it; and
|
(b) |
need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.
|
25. |
COMPANY LIENS
|
25.1 |
Existence of liens
|
(a) |
Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for amounts for which the Company is indemnified under rule 25.3.
|
(b) |
The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.
|
25.2 |
Sale under lien
|
(a) |
the Company has a lien on a share;
|
(b) |
an amount secured by the lien is due and payable;
|
(c) |
the Company has given notice to the member registered as the holder of the share:
|
(i) |
requiring payment of the amount which is due and payable and secured by the lien;
|
(ii) |
stating the amount due and payable at the date of the notice;
|
(iii) |
specifying how to calculate the amount due when payment is made; and
|
(iv) |
specifying a date (at least 14 days after the date of the notice) by which and a place at which payment of that amount must be made; and
|
(d) |
the requirements of the notice given under paragraph (c) are not fulfilled,
|
25.3 |
Indemnity for payments required to be made by the Company
|
(a) |
is fully indemnified by that member from that liability;
|
(b) |
may recover as a debt due from the member the amount of that liability together with interest at the Interest Rate from the date of payment by the Company to the date of repayment by the member; and
|
(c) |
subject to rule 28.4, may refuse to register a transfer of any share by that member until the debt has been paid to the Company.
|
26. |
DIVIDENDS
|
26.1 |
Accumulation of reserves
|
(a) |
set aside out of profits of the Company reserves to be applied, in the Board's discretion, for any purpose it decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or
|
(b) |
carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or
|
(c) |
do both.
|
26.2 |
Payment of dividends
|
26.3 |
Amount of dividend
|
(a) |
Class A Shares and Class B Shares carry the same rights to dividends.
|
(b) |
Subject to the terms of issue of shares and paragraph (a) , the Company may pay a dividend on one class of shares to the exclusion of another class.
|
26.4 |
Dividends in kind
|
(a) |
The Board may resolve to pay a dividend (either generally or to specific members) in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options.
|
(b) |
If the Board satisfies a dividend by distribution of specific assets, the Board may:
|
(i) |
fix the value of any asset distributed;
|
(ii) |
make cash payments to members on the basis of the value fixed so as to adjust the rights of members between themselves; and
|
(iii) |
vest an asset in trustees.
|
(c) |
If the Board satisfies a dividend by the issue of shares:
|
(i) |
only Class A Shares shall be distributed to holders of Class A Shares and only Class B Shares shall be distributed to holders of Class B Shares; and
|
(ii) |
the number of Class A Shares distributed for each share held and the number of Class B Shares distributed for each share held must be the same.
|
26.5 |
Payment of dividend by way of securities in another entity or corporation
|
(a) |
agree to the member becoming a member of that entity or corporation;
|
(b) |
agree to the member being bound by the constitution of that entity or corporation; and
|
(c) |
execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that member.
|
26.6 |
Method of payment
|
(a) |
the address of the member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or
|
(b) |
to any other address the member (or in the case of a jointly held share, all the joint holders) directs in writing,
|
26.7 |
Joint holders' receipt
|
26.8 |
Retention of dividends by Company
|
(a) |
of which a person seeks to be registered as the holder under rule 31.2 or 31.3, until that person is registered as the holder of that share or transfers it; or
|
(b) |
on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.
|
26.9 |
No interest on dividends
|
27. |
SHARE PLANS
|
27.1 |
Implementing share plans
|
(a) |
a re‑investment plan under which any dividend or other cash payment in respect of a share or convertible security may, at the election of the person entitled to it, be:
|
(i) |
retained by the Company and applied in payment for fully paid shares issued under the plan; and
|
(ii) |
treated as having been paid to the person entitled and simultaneously repaid by that person to the Company to be held by it and applied in accordance with the plan;
|
(b) |
any other plan under which members or security holders may elect that dividends or other cash payments in respect of shares or other securities:
|
(i) |
be satisfied by the issue of shares or other securities of the Company or a related body corporate, or that issues of shares or other securities of the Company or a related body corporate be made in place of dividends or other cash payments;
|
(ii) |
be paid out of a particular reserve or source; or
|
(iii) |
be forgone in consideration of another form of distribution from the Company, another body corporate or a trust; or
|
(c) |
a plan under which shares or other securities of the Company or a related body corporate may be issued or otherwise provided for the benefit of employees or Directors of the Company or any of its related bodies corporate.
|
27.2 |
Board obligations and discretions
|
(a) |
must do everything necessary or desirable to give effect to a plan implemented under rule 27.1 and the rules governing it; and
|
(b) |
may:
|
(i) |
vary the rules governing; or
|
(ii) |
suspend or terminate the operation of,
|
28. |
TRANSFER OF SHARES
|
28.1 |
Modes of transfer
|
28.2 |
Market obligations
|
28.3 |
Delivery of transfer and certificate
|
(a) |
delivered to the registered office of the Company or the address of the Register last notified to members by the Company;
|
(b) |
accompanied by the certificate (if any) for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and
|
(c) |
marked with payment of any stamp duty payable.
|
28.4 |
Refusal to register transfer
|
(a) |
The Board may refuse to register a transfer:
|
(i) |
if the transfer arises from a breach or, if the transfer were registered, would give rise to a breach, of an agreement to which the Company is a party;
|
(ii) |
in the circumstances described in rule 11.4(d); and
|
(iii) |
in any other instance permitted by applicable law and the applicable rules of any stock exchange.
|
(b) |
Subject to rule 28.4(a)(i), the Board must register a transfer made in compliance with the Shareholders Deed, this document and applicable law.
|
(c) |
Subject to section 259C, the Board must not register a transfer to a subsidiary of the Company.
|
(d) |
If the Board refuses to register a transfer, the Company must give the transferee notice of the refusal within two months after the date on which the transfer was delivered to it, or within any shorter period required by applicable law or the applicable rules of any stock exchange.
|
28.5 |
Transferor remains holder until transfer registered
|
28.6 |
Powers of attorney
|
(a) |
the revocation of the power of attorney; or
|
(b) |
the death, dissolution or insolvency of the member.
|
29. |
TRANSFER AND CONVERSION OF CLASS B SHARES
|
29.1 |
Special definitions
|
29.2 |
Conversion of Class B Shares
|
(a) |
Except for Permitted Transfers or a Transfer by a Class B Transferor to an Affiliate of that Class B Transferor, each Class B Share shall automatically, without any further action by any person, convert into one fully paid Class A Share upon a Transfer of such share by either a Class B Transferor or a Controlled Affiliate of the Class B Transferor or upon a Controlled Affiliate of a Class B Transferor which holds such shares ceasing to be a Controlled Affiliate of that Class B Transferor.
|
(b) |
All issued Class B Shares shall automatically, without any further action by any person, convert into fully paid Class A Shares, at a conversion ratio of one Class B Share to one Class A Share, if the Class B Voting Interest falls below ten percent, with such conversion becoming effective at 5:00 p.m. New York City time on the tenth day after the date on which the Class B Voting Interest falls below ten percent.
|
29.3 |
Powers of Board
|
(a) |
The Board may request or require that holders of Class B Shares furnish affidavits or other proof to the Company as the Board may deem necessary or advisable to verify the direct or indirect ownership of such Class B Shares and to confirm that an automatic conversion of a Class B Share into a Class A Share has not occurred.
|
(b) |
If the Board reasonably determines that sufficient proof has not been provided to the Board, before the time (which must be at least five business days from the date of the request) specified in a request made under paragraph (a), to enable the Board to verify the direct or indirect ownership of Class B Shares to its reasonable satisfaction then, unless the Board otherwise determines, the Class B Shares to which the request related will be deemed to automatically convert in accordance with rule 29.2(a).
|
29.4 |
Transfer procedure for Class B Shares
|
(a) |
A Class B Transferor that wishes to effect a Transfer of Class B Shares must provide written notice thereof to the Company prior to the close of business on the business day prior to the proposed date of transfer.
|
(b) |
The written notice must:
|
(i) |
identify the proposed transferee, broker or nominee holder, and its relationship with the transferor; and
|
(ii) |
state whether or not the proposed transferee is acquiring the Class B Shares pursuant to a Permitted Transfer.
|
(c) |
The Class B Transferor must provide such additional supporting information, opinions and documentation as may be reasonably requested by the Board.
|
30. |
CONVERSION OF CLASS A SHARES
|
31. |
TRANSMISSION OF SHARES
|
31.1 |
Death of joint holder
|
31.2 |
Death of single holder
|
(a) |
subject to rules 28.4, 29 and 31.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and
|
(b) |
whether or not registered as the holder of the shares, the personal representative:
|
(i) |
may, subject to rule 28, transfer the shares to another person; and
|
(ii) |
has the same rights as the deceased member.
|
31.3 |
Transmission of shares on insolvency or mental incapacity
|
(a) |
subject to rules 28.4, 29 and 31.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and
|
(b) |
whether or not registered as the holder of the shares, that person:
|
(i) |
may, subject to rule 28, transfer the shares to another person; and
|
(ii) |
has the same rights as the insolvent or incapable member.
|
31.4 |
Refusal to register holder
|
32. |
SMALL SHARE PARCELS
|
32.1 |
Board power of sale
|
(a) |
The Board may sell a share other than a Class B Share that is part of a Small Parcel, with or without the consent of the holder of the Small Parcel, if it does so in accordance with this rule.
|
(b) |
Without limiting rule 32.1(a), the Board may sell a share that is part of a Small Parcel by giving a notice to a member who holds a Small Parcel stating that it intends to sell the Small Parcel and specifying a date by which the member may give the Company written notice that the member wishes to retain the holding (in which case the Company will not sell the Small Parcel).
|
32.2 |
Notice of proposed sale
|
32.3 |
Terms of sale
|
32.4 |
Share transfers
|
32.5 |
Application of proceeds
|
(a) |
pay the proceeds of sale into a separate bank account it opens and maintains for the purpose only;
|
(b) |
hold the proceeds in trust for the previous holder of the shares (
Divested Member
);
|
(c) |
as soon as practical give written notice to the Divested Member stating:
|
(i) |
what the amount in the account is; and
|
(ii) |
that it is holding that amount for the Divested Member while awaiting the Divested Member's instructions for the shares sold; and
|
(d) |
deal with the amount in the account as the Divested Member instructs.
|
32.6 |
Protections for transferee
|
33. |
ALTERATION OF SHARE CAPITAL
|
33.1 |
Capitalisation of profits
|
33.2 |
Adjustment of capitalised amounts
|
(a) |
fix the value of specific assets;
|
(b) |
issue fractional certificates;
|
(c) |
make cash payments to members on the basis of the value fixed for assets or in place of fractional entitlements so as to adjust the rights of members between themselves;
|
(d) |
disregard fractional entitlements; and
|
(e) |
vest cash or specific assets in trustees.
|
33.3 |
Conversion of shares
|
(a) |
an ordinary share into a preference share; and
|
(b) |
a preference share into an ordinary share; and
|
(c) |
all or any of its shares into a larger or smaller number of shares by ordinary resolution, provided however that where a class of Voting Shares is so converted, all other classes of Voting Shares are converted in the same manner and at the same time.
|
33.4 |
Adjustments on conversion
|
(a) |
issue fractional certificates;
|
(b) |
make cash payments to members or disregard fractional entitlements so as to adjust the rights of members between themselves; or
|
(c) |
vest fractional entitlements in a trustee.
|
33.5 |
Reduction of capital
|
(a) |
by reduction of capital in accordance with Division 1 of Part 2J.1;
|
(b) |
by buying back shares in accordance with Division 2 of Part 2J.1;
|
(c) |
in the ways permitted by sections 258E and 258F; or
|
(d) |
in any other way for the time being permitted by the Act.
|
33.6 |
Payments in kind
|
(a) |
fix the value of any assets distributed;
|
(b) |
make cash payments to members on the basis of the value fixed so as to adjust the rights of members between themselves; and
|
(c) |
vest an asset in trustees.
|
33.7 |
Payment in kind by way of securities in another corporation
|
(a) |
agree to the member becoming a member of that entity or corporation;
|
(b) |
agree to the member being bound by the constitution of that entity or corporation; and
|
(c) |
execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that member.
|
33.8 |
Variation of rights
|
(a) |
If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only by a resolution passed by a majority of the votes attached to all issued shares of the class of shares proposed to be affected at a separate meeting of the holders of that class of shares.
|
(b) |
Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.
|
34. |
WINDING UP
|
34.1 |
Entitlement of members
|
(a) |
Subject to the terms of issue of shares and this rule 34, the surplus assets of the Company remaining after payment of its debts are divisible among the members in proportion to the number of fully paid shares held by them.
|
(b) |
Class A Shares and Class B Shares carry the same rights on a winding-up.
|
34.2 |
Distribution of assets generally
|
(a) |
divide the assets of the Company among the members in kind;
|
(b) |
for that purpose fix the value of assets and decide how the division is to be carried out as between the members and different classes of members; and
|
(c) |
vest assets of the Company in trustees on any trusts for the benefit of the members as the liquidator thinks appropriate.
|
34.3 |
No distribution of liabilities
|
34.4 |
Distribution not in accordance with legal rights
|
35. |
NOTICES
|
35.1 |
Notices by Company
|
(a) |
in writing signed on behalf of the Company (by original or printed signature);
|
(b) |
addressed to the person to whom it is to be given; and
|
(c) |
either:
|
(i) |
delivered personally;
|
(ii) |
sent by prepaid mail posted in the same country as the address notified under rule 35.2, or otherwise, the addressee's registered address (by airmail, if the address is in another country) to that person's address; or
|
(iii) |
sent by fax to the fax number (if any) nominated by that person; or
|
(iv) |
sent by electronic message to the electronic address (if any) nominated by that person.
|
35.2 |
Overseas members
|
35.3 |
When notice is given
|
(a) |
if it is delivered personally:
|
(i) |
by 5.00 pm (local time in the place of receipt) on a business day ‑ on that day; or
|
(ii) |
after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day ‑ on the next business day;
|
(b) |
if it is sent by fax or electronic message or given under section 249J(3)(cb):
|
(i) |
by 5.00 pm (local time in the place from which it is sent or given) on a business day – on that day; or
|
(ii) |
after 5.00 pm (local time in the place from which it is sent or given) on a business day, or on a day that is not a business day – on the next business day; and
|
(c) |
if it is sent by mail, one business day after posting.
|
35.4 |
Business days
|
35.5 |
Waiver of notice
|
(a) |
Subject to the Act, whenever any notice is required to be given to any member or Director of the Company under any provision of the Act or this document, a waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
|
(b) |
Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.
|
(c) |
Neither the business to be transacted at, nor the purpose of, any meeting of members, Directors or members of a committee of Directors needs to be specified in any written waiver of notice.
|
(d) |
In the case of a member, such waiver of notice may be signed by such member’s attorney or proxy duly appointed in writing.
|
35.6 |
Notice to joint holders
|
35.7 |
Counting days
|
35.8 |
Notices to "lost" members
|
(a) |
on two or more consecutive occasions a notice served on a member in accordance with this rule is returned unclaimed or with an indication that the member is not known at the address to which it was sent; or
|
(b) |
the Board believes on other reasonable grounds that a member is not at the address shown in the Register or notified to the Company under rule 35.2,
|
36. |
UNCLAIMED MONEY
|
37. |
AMENDMENT TO CONSTITUTION
|
(a) |
the Board has approved the proposed resolution as follows:
|
(i) |
for as long as the Class B Voting Interest is at least ten percent, by the affirmative vote of any six Directors; or
|
(ii) |
if the Class B Voting Interest is less than ten percent, by the affirmative vote of a majority of the Directors present and voting at a quorate Board meeting;
|
(b) |
a majority of the votes attached to all issued Voting Shares have been voted in favour of the Special Resolution;
|
(c) |
in the case of any modification or repeal of this document or a provision of this document (including by the adoption of any provision as part of this document) that adversely affects a class of shares, a majority of votes attached to all issued shares of the class of shares proposed to be affected have been voted in favour of the modification, repeal or adoption at a separate meeting of the holders of that class of shares; and
|
(d) |
in the case of a modification to or repeal of, or the adoption of any provision that is inconsistent with the purpose or intent of:
|
(i) |
rules 9, 37(a), 37(b) or 37(c), the holders of votes attached to at least 80% of all issued Voting Shares have voted in favour of the Special Resolution;
|
(ii) |
while there are Class A Shares on issue, rules 2.4, 2.5(b), 2.6(a), 2.11(a)(i), 2.11(b), 2.11(d), 11.3, 11.4, 29.1, 29.2, 30 or this rule 37(d), the holders of votes attached to at least 80% of all issued Class A Shares have approved the modification, repeal or adoption, voting at a separate meeting of the holders of Class A Shares; and
|
(iii) |
while there are Class B Shares on issue, rules 2.1, 2.3(b), 2.4, 2.5(a), 2.6(b), 2.11(a)(ii), 2.11(c), 2.11(e), 11.3, 11.4, 29.1, 29.2, 30 or this rule 37(d), the holders of votes attached to at least 80% of all issued Class B Shares have approved the modification, repeal or adoption, voting at a separate meeting of the holders of Class B Shares.
|
1. |
Definitions
|
(a) |
the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and
|
(b) |
the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and
|
(c) |
the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.
|
(a) |
at a fixed time or on the happening of a particular event;
|
(b) |
at the Company's option; or
|
(c) |
at the holder's option.
|
2. |
Issue Resolution
|
(a) |
the Dividend Date;
|
(b) |
the Dividend Rate;
|
(c) |
whether dividends are cumulative or non‑cumulative;
|
(d) |
the priority with respect to payment of dividends and repayment of capital over other classes of shares;
|
(e) |
whether the share is a redeemable preference share or not, and if so:
|
(i) |
the Redemption Amount; and
|
(ii) |
if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained,
|
3. |
Franked dividends
|
(a) |
the extent to which the dividend must be franked (within the meaning of the Tax Act); and
|
(b) |
the consequences of the dividend not being franked to that extent, which may include an increase of the dividend by an amount equal to the additional amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.
|
4. |
Dividend entitlement
|
5. |
Priority on winding up
|
(a) |
the amount then paid up on the share; and
|
(b) |
if the Issue Resolution states that dividends are cumulative, any arrears of dividend,
|
6. |
Voting
|
(a) |
if the Issue Resolution states that dividends are cumulative, during a period during which a dividend (or part of a dividend) on the share is in arrears;
|
(b) |
on a proposal to reduce the Company's share capital;
|
(c) |
on a resolution to approve the terms of a buy‑back agreement;
|
(d) |
on a proposal that affects rights attached to the share;
|
(e) |
on a proposal to wind up the Company;
|
(f) |
on a proposal for the disposal of the whole of the Company's property, business and undertaking; and
|
(g) |
during the winding up of the Company.
|
7. |
Notices and financial reports
|
8. |
Redemption of redeemable preference shares
|
9. |
Equal ranking issues
|
|
TRONOX FINANCE LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Richard L. Muglia
|
|
|
|
Name: Richard L. Muglia
|
|
|
|
Title: President
|
|
|
U.S. GUARANTORS
:
|
|
|
|
|
|
|
TRONOX INCORPORATED
|
|||
TRONOX LLC | |||
TRONOX US HOLDINGS INC. | |||
TRONOX PIGMENTS LLC | |||
|
By:
|
/s/ Steven A. Kaye
|
|
|
|
Name: Steven A. Kaye
|
|
|
|
Title: Vice President
|
|
TRONOX ALKALI CORPORATION | |||
TRONOX SPECIALTY ALKALI LLC
|
|||
TRONOX ALKALI WYOMING CORPORATION
|
|||
By: |
/s/ Edward T. Flynn
|
||
Name: Edward T. Flynn
|
|||
Title: President
|
/s/ Steven A. Kaye
|
|
Signature of witness
|
|
/s/ Steven A. Kaye
|
|
Name of witness (block letters)
|
|
|
U.K. GUARANTORS:
|
|
|
|
|
|
|
|
TRONOX INTERNATIONAL FINANCE LLP
|
|
|
|
TRONOX UK HOLDINGS LIMITED
|
|
|
|
|
|
|
By: | /s/ Steven A. Kaye | ||
Name: Steven A. Kaye | |||
Title: Director |
|
BAHAMAS GUARANTOR:
|
|
|
|
|
|
|
|
TRONOX PIGMENTS LTD
|
|
|
|
|
|
|
By: |
/s/ Steven A. Kaye
|
||
Name: Steven A. Kaye
|
|||
|
|
Title: Vice President
|
|
|
DUTCH GUARANTORS:
|
|
|
|
|
|
|
|
TRONOX WORLDWIDE PTY LIMITED,
|
|
|
|
ACTING AS MANAGING PARTNER OF
|
|
|
|
TRONOX HOLDINGS EUROPE C.V.
|
|
|
|
|
|
|
By: |
/s/ Steven A. Kaye
|
||
Name: Steven A. Kaye Title: Director | |||
TRONOX HOLDINGS COÖPERATIEF U.A.
|
|||
By: |
/s/ Steven A. Kaye
|
||
Name: Steven A. Kaye
|
|||
Title: Director A
|
|||
|
|
|
|
By: | /s/ Anthony M. Orrell | ||
Name: Anthony M. Orrell
|
|||
Title: Director B
|
|
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
|
|
|
|
|
|
|
|
By:
|
/s/ Jane Schweiger
|
|
|
|
Name: Jane Schweiger
|
|
|
|
Title: Vice President
|
|
|
TRONOX FINANCE LLC
|
||
|
By: |
/s/ Steven A. Kaye
|
|
Name: Steven A. Kaye | |||
Title: Manager |
|
U.S. GUARANTORS:
|
|
|
|
|
|
TRONOX INCORPORATED
|
|
|
TRONOX LLC
|
|
|
TRONOX US HOLDINGS INC.
|
|
|
TRONOX PIGMENTS LLC
|
|
|
|
|
|
By:
|
/s/ Steven A. Kaye
|
|
|
Name: Steven A. Kaye
|
|
|
Title: Vice President
|
|
|
|
|
TRONOX ALKALI CORPORATION
|
|
|
TRONOX SPECIALTY ALKALI LLC
|
|
|
TRONOX ALKALI WYOMING CORPORATION
|
|
|
|
|
|
By:
|
/s/ Edward T. Flynn
|
|
|
Name: Edward T. Flynn
|
|
|
Title: President
|
/s/ Steven A. Kaye
|
|
Signature of witness
|
|
/s/ Steven A. Kaye
|
|
Name of witness (block letters)
|
[Sixth Supplemental Indenture (2012)]
|
|
U.K. GUARANTORS: |
|
|
TRONOX INTERNATIONAL FINANCE LLP
|
|||
TRONOX UK HOLDINGS LIMITED | |||
By: | /s/ Steven A. Kaye | ||
Name: Steven A. Kaye | |||
Title: Director |
|
BAHAMAS GUARANTOR:
|
|
|
TRONOX PIGMENTS LTD
|
|||
By: | /s/ Steven A. Kaye | ||
Name: Steven A. Kaye | |||
Title: Vice President |
|
DUTCH GUARANTORS:
|
|
|
|
|
|
|
|
TRONOX WORLDWIDE PTY LIMITED,
|
|
|
|
ACTING AS MANAGING PARTNER OF
|
|
|
|
TRONOX HOLDINGS EUROPE C.V.
|
|
|
By: | /s/ Steven A. Kaye | ||
Name: Steven A. Kaye | |||
Title: Director | |||
TRONOX HOLDINGS COÖPERATIEF U.A.
|
|||
By: | /s/ Steven A. Kaye | ||
Name: Steven A. Kaye | |||
Title: Director A | |||
By: | /s/ Anthony M. Orrell | ||
Name: Anthony M. Orrell | |||
Title: Director B
|
|
WILMINGTON TRUST, NATIONAL
|
|
|
|
ASSOCIATION, as Trustee
|
|
|
|
|
|
|
|
By:
|
/s/ Jane Schweiger
|
|
|
|
Name: Jane Schweiger
|
|
Title: Vice President |
(a) |
Any guarantee, indemnity or other obligation by the Swiss Guarantor under this Counterpart Agreement, the Credit Agreement, or any other Credit Document (the “
Restricted Obligations
”) and the aggregate use of proceeds from the enforcement of any security interest granted by the Swiss Guarantor shall be limited to the amount of that Swiss Guarantor's Free Reserves Available for Distribution at the time payment is requested or, if such amount is lower than the Swiss Guarantor's Free Reserves Available for Distribution, the maximum amount permitted by Swiss law applicable at the time payment is requested. Such limitations shall only apply to the extent it is a requirement under applicable law (including any case law) at the point in time payment is requested. Such limitation (as may apply from time to time or not) shall not (generally or definitively) free such Swiss Guarantor from payment obligations under this Counterpart Agreement, the Credit Agreement, or any other Credit Document in excess thereof, but merely postpone the payment date therefore until such times as payment is again permitted notwithstanding such limitation. For the purpose of this Section 2, “
Free Reserves Available for Distribution
” means an amount equal to the maximum amount in which the relevant Swiss Guarantor can make a dividend payment to its shareholder (s) (being the year to date balance sheet profit and any freely disposable reserves available for this purpose, in each case in accordance with applicable Swiss law).
|
(b) |
As soon as reasonably practicable after having been requested to discharge a Restricted Obligation, but in any event within 20 Business Days from the request of the Administrative Agent (or such later date as may be agreed by the Administrative Agent in its reasonable discretion), the Swiss Guarantor shall provide the Administrative Agent with (i) an interim statutory balance sheet audited by the statutory auditors of the Swiss Guarantor setting out the Free Reserves Available for Distribution and (ii) a confirmation issued by the Swiss Guarantor’s legal counsel as to the rate of Swiss withholding tax then applicable to any payment by the Guarantor of a Restricted Obligation or to any enforcement proceeds of a security interest securing a Restricted Obligation for the purpose of paragraph (c) below and, promptly thereafter, pay the lesser of (i) the Restricted Obligation and (ii) the amount corresponding to the Free Reserves Available for Distribution to the Administrative Agent.
|
(c) |
In case a Swiss Guarantor who must make a payment in respect of the Restricted Obligations under this Counterpart Agreement, the Credit Agreement, or any other Credit Document is obliged to withhold Swiss withholding tax in respect of such payment, such Swiss Guarantor shall:
|
(i) |
if and to the extent required by applicable law in force at the relevant time:
|
(A) |
procure that such payments can be made without deduction of Swiss withholding tax, or with deduction of Swiss withholding tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the tax;
|
(B) |
if the notification procedure pursuant to paragraph (A) above does not apply, deduct Swiss withholding tax at the rate of 35% (or such other rate as in force from time to time), or if the notification procedure pursuant to paragraph (A) above applies for a part of the Swiss withholding tax only, deduct Swiss withholding tax at the reduced rate resulting after the discharge of part of such tax by notification under applicable law, from any payment made by it in respect of Restricted Obligations and promptly pay any such taxes to the Swiss Federal Tax Administration; and
|
(C) |
notify the Administrative Agent that such notification or, as the case may be, deduction has been made and provide evidence to the Administrative Agent that such a notification of the Swiss Federal Tax Administration has been made, or, as the case may be, that such Swiss withholding tax has been paid to the Swiss Federal Tax Administration;
|
(ii) |
to the extent such deduction is made, not be required to make a gross-up, indemnify or otherwise hold harmless the Lenders for the deduction of the Swiss withholding tax notwithstanding anything to the contrary contained in the Credit Documents, unless grossing-up is permitted under the laws of Switzerland then in force and provided that this should not in any way limit any obligations of any non-Swiss Guarantors under the Credit Documents to indemnify the Lenders in respect of the deduction of the Swiss withholding tax. The Swiss Guarantor shall use all reasonable efforts to procure that any person which is entitled to a full or partial refund of any Swiss withholding tax paid pursuant to paragraph (i) above will, as soon as possible after the deduction of the Swiss withholding tax: (y) request a refund of the Swiss withholding tax under any applicable law (including double taxation treaties) and (z) pay to the Administrative Agent upon receipt any amount so refunded.
|
(d) |
If a Swiss Guarantor is obliged to withhold Swiss withholding tax in accordance with paragraph (c) above, the Administrative Agent shall be entitled to further request payment under the guarantee as per the Credit Agreement and other indemnity granted to it under this Counterpart Agreement or any other Credit Document and apply proceeds therefrom against the relevant Obligations to which the payment referred to in paragraph (c) relates up to an amount which is equal to that amount which would have been obtained if no withholding of Swiss withholding tax were required, whereby such further payments shall be subject to Swiss withholding tax as may then be applicable and shall always be limited to the maximum amount of the Free Reserves Available for Distribution of such Swiss Guarantor as set out in paragraph (a) above.
|
(e) |
The Swiss Guarantor will take, and cause to be taken, in any event within 15 Business Days from the request of the Administrative Agent, all and any other action, including, without limitation, the passing of any shareholders' resolutions to approve any payment or other performance under this Counterpart Agreement, the Credit Agreement, or any other Credit Document and the receipt of any confirmations from the Swiss Guarantor's auditors, whether following a request to discharge a Restricted Obligation or which may be required as a matter of mandatory Swiss law in force at the time it is required to make a payment or perform other obligations under this Counterpart Agreement, the Credit Agreement, or any other Credit Document in order to allow a prompt payment of amounts owed by the Swiss Guarantor, a prompt use of proceeds from security interest granted by the Swiss Guarantor or the prompt performance of other obligations under this Counterpart Agreement, the Credit Agreement, or any other Credit Document.
|
(f) |
If the enforcement of the Restricted Obligations would be limited due to the effects referred to in this Section 2 and if any asset of the Swiss Guarantor has a book value that is less than its market value (an “
Undervalued Asset
”), the Swiss Guarantor shall, to the extent permitted by applicable law and its accounting standards, (i) write up the book value of such Undervalued Asset such that its balance sheet reflects a book value that is equal to the market value of such Undervalued Asset, and (ii) make reasonable efforts to realize the Undervalued Asset for a sum which is at least equal to the market value of such asset. Without prejudice to the rights of the Administrative Agent under this Counterpart Agreement, the Credit Agreement, or any other Credit Document, the Swiss Guarantor will only be required to realize an Undervalued Asset if such asset is not necessary for the Swiss Guarantor's business (
nicht betriebsnotwendig
).
|
|
TRONOX FINANCE LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Steven Kaye |
|
|
Name: Steven Kaye
|
|
|
|
Title: Manager
|
|
|
U.S. GUARANTORS
:
|
|
|
|
|
|
|
|
TRONOX INCORPORATED
|
|
|
|
TRONOX LLC
|
|
|
|
TRONOX US HOLDINGS INC.
|
|
|
|
TRONOX PIGMENTS LLC
|
|
|
|
|
|
|
By: | /s/ Steven A. Kaye | ||
Name: | Steven A. Kaye | ||
Title: |
Vice President
|
||
TRONOX ALKALI CORPORATION | |||
TRONOX SPECIALTY ALKALI LLC
|
|||
TRONOX ALKALI WYOMING CORPORATION
|
|||
By: | /s/ Edward T. Flynn | ||
Name: |
Edward T. Flynn
|
||
Title: |
President
|
/s/ Steven Kaye
|
|
Signature of witness
|
|
/s/ Steven Kaye
|
|
Signature of witness
|
|
|
U.K. GUARANTORS:
|
|
|
|
|
|
|
|
TRONOX INTERNATIONAL FINANCE LLP
|
|
|
|
TRONOX UK HOLDINGS LIMITED
|
|
|
|
|
|
|
By: | /s/ Steven Kaye | ||
Name: Steven Kaye | |||
|
Title: Director
|
|
|
BAHAMAS GUARANTOR:
|
|
|
|
|
|
|
|
TRONOX PIGMENTS LTD
|
|
|
|
|
|
|
|
By:
|
/s/ Richard L. Muglia
|
|
Name: Richard L. Muglia
|
|||
Title: Vice President
|
|
DUTCH GUARANTORS:
|
|
|
|
|
|
|
|
TRONOX WORLDWIDE PTY LIMITED,
|
|
|
|
ACTING AS MANAGING PARTNER OF
|
|
|
|
TRONOX HOLDINGS EUROPE C.V.
|
|
|
|
|
|
|
By: | /s/ Richard L. Muglia | ||
Name: Richard L. Muglia
Title: Director
|
|||
TRONOX HOLDINGS COÖPERATIEF U.A.
|
|||
By: |
/s/ Steven Kaye
|
||
Name: Steven Kaye
|
|||
Title: Director
|
|||
By: | /s/ Anthony M. Orrell | ||
Name: Anthony M. Orrell | |||
Title: Director |
|
SWISS GUARANTORS:
|
|
|
|
|
|
|
|
TRONOX INTERNATIONAL HOLDINGS GMBH
|
|
|
|
TRONOX FINANCE GMBH
|
|
|
|
|
|
|
By: | /s/ Steven Kaye | ||
Name: Steven Kaye | |||
Title: managing director | |||
By: | /s/ Timothy Carlson | ||
Name: Timothy Carlson | |||
Title: managing director |
|
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
|
|
|
|
|
|
|
|
By:
|
/s/ Jan Schweiger
|
|
|
Name: Jan Schweiger
|
|
|
|
Title: Vice President
|
|
(a) |
Any Guarantee, indemnity or other obligation by the Swiss Guarantor under this Supplemental Indenture, the Indenture, the Note Guarantees or the Notes (the “
Restricted Obligations
”) shall be limited to the amount of that Swiss Guarantor's Free Reserves Available for Distribution at the time payment is requested or, if such amount is lower than the Swiss Guarantor's Free Reserves Available for Distribution, the maximum amount permitted by Swiss law applicable at the time payment is requested. Such limitations shall only apply to the extent it is a requirement under applicable law (including any case law) at the point in time payment is requested. Such limitation (as may apply from time to time or not) shall not (generally or definitively) free such Swiss Guarantor from payment obligations under this Supplemental Indenture, the Indenture, the Note Guarantees or the Notes in excess thereof, but merely postpone the payment date therefore until such times as payment is again permitted notwithstanding such limitation. For the purpose of this Section 3, “
Free Reserves Available for Distribution
” means an amount equal to the maximum amount in which the relevant Swiss Guarantor can make a dividend payment to its shareholder(s) (being the year to date balance sheet profit and any freely disposable reserves available for this purpose, in each case in accordance with applicable Swiss law).
|
(b) |
As soon as reasonably practicable after having been requested to discharge a Restricted Obligation, but in any event within 20 Business Days from the request of the Trustee, the Swiss Guarantor shall provide the Trustee with (i) an interim statutory balance sheet audited by the statutory auditors of the Swiss Guarantor setting out the Free Reserves Available for Distribution and (ii) a confirmation issued by the Swiss Guarantor’s legal counsel as to the rate of Swiss withholding tax then applicable to any payment by the Swiss Guarantor of a Restricted Obligation for the purpose of paragraph (c) below and, promptly thereafter, pay the lesser of (i) the Restricted Obligation and (ii) the amount corresponding to the Free Reserves Available for Distribution to the Paying Agent.
|
(c) |
In case a Swiss Guarantor who must make a payment in respect of the Restricted Obligations under the Indenture, the Note Guarantees or the Notes is obliged to withhold Swiss withholding tax in respect of such payment, such Swiss Guarantor shall:
|
(i) |
if and to the extent required by applicable law in force at the relevant time:
|
(A) |
procure that such payments can be made without deduction of Swiss withholding tax, or with deduction of Swiss withholding tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the tax;
|
(B) |
if the notification procedure pursuant to paragraph (A) above does not apply, deduct Swiss withholding tax at the rate of 35% (or such other rate as in force from time to time), or if the notification procedure pursuant to paragraph (A) above applies for a part of the Swiss withholding tax only, deduct Swiss withholding tax at the reduced rate resulting after the discharge of part of such tax by notification under applicable law, from any payment made by it in respect of Restricted Obligations and promptly pay any such taxes to the Swiss Federal Tax Administration; and
|
(C) |
notify the Trustee that such notification or, as the case may be, deduction has been made and provide evidence to the Trustee that such a notification of the Swiss Federal Tax Administration has been made, or, as the case may be, that such Swiss withholding tax has been paid to the Swiss Federal Tax Administration.
|
(ii) |
to the extent such deduction is made, not be required to make a gross-up, indemnify or otherwise hold harmless the Holders for the deduction of the Swiss withholding tax notwithstanding anything to the contrary contained in the Indenture, the Note Guarantees or the Notes, unless grossing-up is permitted under the laws of Switzerland then in force and provided that this should not in any way limit any obligations of any non-Swiss Guarantors under the Indenture, the Note Guarantees or the Notes to indemnify the Lenders in respect of the deduction of the Swiss withholding tax. The Swiss Guarantor shall use all reasonable efforts to procure that any person which is entitled to a full or partial refund of any Swiss withholding tax paid pursuant to paragraph (i) above will, as soon as possible after the deduction of the Swiss withholding tax: (y) request a refund of the Swiss withholding tax under any applicable law (including double taxation treaties) and (z) pay to the Paying Agent upon receipt any amount so refunded.
|
(d) |
If a Swiss Guarantor is obliged to withhold Swiss withholding tax in accordance with paragraph (c) above, the Holders shall be entitled to further request payment under the Note Guarantee as per the Indenture and other indemnity granted to it under this Supplemental Indenture, the Indenture, the Note Guarantees or the Notes and apply proceeds therefrom against the relevant Obligations to which the payment referred to in paragraph (c) relates up to an amount which is equal to that amount which would have been obtained if no withholding of Swiss withholding tax were required, whereby such further payments shall be subject to Swiss withholding tax as may then be applicable and shall always be limited to the maximum amount of the Free Reserves Available for Distribution of such Swiss Guarantor as set out in paragraph (a) above.
|
(e) |
The Swiss Guarantor will take, and cause to be taken, in any event within 15 Business Days from the request of the Trustee, all and any other action, including, without limitation, the passing of any shareholders' resolutions to approve any payment or other performance under the Indenture, the Note Guarantees or the Notes and the receipt of any confirmations from the Swiss Guarantor's auditors, whether following a request to discharge a Restricted Obligation or which may be required as a matter of mandatory Swiss law in force at the time it is required to make a payment or perform other obligations under this Supplemental Indenture, the Indenture, the Note Guarantees or the Notes in order to allow a prompt payment of amounts owed by the Swiss Guarantor or the prompt performance of other obligations under this Supplemental Indenture, the Indenture, the Note Guarantees or the Notes.
|
(f) |
If the enforcement of the Restricted Obligations would be limited due to the effects referred to in this Section 3 and if any asset of the Swiss Guarantor has a book value that is less than its market value (an “
Undervalued Asset
”), the Swiss Guarantor shall, to the extent permitted by applicable law and its accounting standards, (i) write up the book value of such Undervalued Asset such that its balance sheet reflects a book value that is equal to the market value of such Undervalued Asset, and (ii) make reasonable efforts to realize the Undervalued Asset for a sum which is at least equal to the market value of such asset. Without prejudice to the rights of the Holders under the Indenture, the Note Guarantees and the Notes, the Swiss Guarantor will only be required to realize an Undervalued Asset if such asset is not necessary for the Swiss Guarantor's business (
nicht betriebsnotwendig
).
|
TRONOX FINANCE LLC
|
|||
By:
|
/s/ Richard L. Muglia
|
||
Name: Richard L. Muglia
|
|||
Title: President
|
U.S. GUARANTORS:
|
|||
TRONOX INCORPORATED
|
|||
TRONOX LLC | |||
TRONOX US HOLDINGS INC.
|
|||
TRONOX PIGMENTS LLC | |||
By:
|
/s/ Steven A. Kaye
|
||
Name: Steven A. Kaye
Title: Vice President
|
|||
TRONOX ALKALI CORPORATION
|
|||
TRONOX SPECIALTY ALKALI LLC | |||
TRONOX ALKALI WYOMING CORPORATION
|
|||
By:
|
/s/ Edward T. Flynn
|
||
Name: Edward T. Flynn
|
|||
Title: President
|
/s/ Steven Kaye
|
|
Signature of witness
|
|
/s/ Steven Kaye
|
|
Name of witness (block letters)
|
|
U.K. GUARANTORS:
|
|||
TRONOX INTERNATIONAL FINANCE LLP
|
|||
TRONOX UK HOLDINGS LIMITED | |||
By:
|
/s/ Steven Kaye
|
||
Name: Steven Kaye
|
|||
Title: Director
|
BAHAMAS GUARANTOR:
|
|||
TRONOX PIGMENTS LTD
|
|||
By:
|
/s/ Richard L. Muglia
|
||
Name: Richard L. Muglia Title: Vice President
|
DUTCH GUARANTORS:
|
|||
TRONOX WORLDWIDE PTY LIMITED,
|
|||
ACTING AS MANAGING PARTNER OF
|
|||
TRONOX HOLDINGS EUROPE C.V.
|
|||
By:
|
/s/ Richard L. Muglia
|
||
Name: Richard L. Muglia
Title: Director
|
|||
TRONOX HOLDINGS COÖPERATIEF U.A.
|
|||
By:
|
/s/ Steven Kaye
|
||
Name: Steven Kaye
|
|||
Title: Director
|
|||
By:
|
/s/ Anthony M. Orrell
|
||
Name: Anthony M. Orrell
|
|||
Title: Director
|
SWISS GUARANTORS:
|
|||
TRONOX INTERNATIONAL HOLDINGS GMBH
|
|||
TRONOX FINANCE GMBH | |||
By:
|
/s/ Steven Kaye
|
||
Name: Steven Kaye
|
|||
Title: managing director
|
|||
By:
|
/s/ Timothy Carlson
|
||
Name: Timothy Carlson
|
|||
Title: managing director
|
WILMINGTON TRUST, NATIONAL
|
|||
ASSOCIATION, as Trustee
|
|||
By:
|
/s/ Jan Schweiger
|
||
Name: Jan Schweiger
|
|||
Title: Vice President
|
For the Year Ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Earnings:
|
||||||||||||
Loss before income taxes
|
$
|
(173
|
)
|
$
|
(266
|
)
|
$
|
(149
|
)
|
|||
Fixed charges
|
188
|
182
|
136
|
|||||||||
Capitalized interest
|
(4
|
)
|
(6
|
)
|
(3
|
)
|
||||||
Total earnings (loss)
|
$
|
11
|
$
|
(90
|
)
|
$
|
(16
|
)
|
||||
Fixed Charges:
|
||||||||||||
Interest expense
|
$
|
174
|
$
|
160
|
$
|
124
|
||||||
Amortization of deferred debt issuance costs and discount on debt
|
11
|
11
|
10
|
|||||||||
Other
|
3
|
11
|
2
|
|||||||||
Capitalized interest
|
4
|
6
|
3
|
|||||||||
Total fixed charges
|
$
|
192
|
$
|
188
|
$
|
139
|
||||||
Inadequate earnings (a)
|
$
|
181
|
$
|
278
|
$
|
155
|
Subsidiary
|
Jurisdiction of Incorporation or Organization
|
|
U.S. Subsidiaries:
|
||
Tronox Finance LLC
|
Delaware
|
|
Tronox Incorporated
|
Delaware
|
|
Tronox LLC
|
Delaware
|
|
Tronox Pigments LLC
|
Delaware
|
|
Tronox US Holdings Inc.
|
Delaware
|
|
Tronox Alkali Corporation
|
Delaware
|
|
Tronox Specialty Alkali LLC
|
Delaware
|
|
Tronox Alkali Wyoming Corporation
|
Delaware
|
|
Non-U.S. Subsidiaries:
|
||
Ti02 Corporation Pty Ltd
|
Australia
|
|
Tific Pty Ltd
|
Australia
|
|
Tronox Australia Holdings Pty Limited
|
Australia
|
|
Tronox Australia Pigments Holdings Pty Limited
|
Australia
|
|
Tronox Australia Pty Ltd
|
Australia
|
|
Tronox Finance GmbH
|
Switzerland
|
|
Tronox Global Holdings Pty Limited
|
Australia
|
|
Tronox GmbH
|
Germany
|
|
Tronox Holdings Cooperatief U.A.
|
The Netherlands
|
|
Tronox Holdings Europe C.V.
|
The Netherlands
|
|
Tronox Holdings (Australia) Pty Ltd.
|
Australia
|
|
Tronox International Finance LLP
|
United Kingdom
|
|
Tronox International Holdings GmbH
|
Switzerland
|
|
Tronox KZN Sands (Pty) Ltd
|
South Africa
|
|
Tronox Management Pty Ltd.
|
Australia
|
|
Tronox Mineral Sales Pty Ltd
|
Australia
|
|
Tronox Mineral Sands (Pty) Ltd
|
South Africa
|
|
Tronox Pigments Australia Holdings Pty Limited
|
Australia
|
|
Tronox Pigments Australia Pty Limited
|
Australia
|
|
Tronox Pigments (Holland) B.V.
|
The Netherlands
|
|
Tronox Pigments (Netherlands) B.V.
|
The Netherlands
|
|
Tronox Pigments GmbH
|
Germany
|
|
Tronox Pigments Ltd.
|
Bahamas
|
|
Tronox Pigments (Singapore) Pte. Ltd.
|
Singapore
|
|
Tronox Sands Holdings Pty Limited
|
Australia
|
|
Tronox Sands Investment Funding Limited
|
United Kingdom
|
|
Tronox Sands UK Holdings Limited
|
United Kingdom
|
|
Tronox Sands LLP
|
United Kingdom
|
|
Tronox UK Finance Limited
|
United Kingdom
|
|
Tronox UK Holdings Limited
|
United Kingdom
|
|
Tronox Western Australia Pty Ltd
|
Australia
|
|
Tronox Worldwide Pty Limited
|
Australia
|
|
Yalgoo Minerals Pty. Ltd.
|
Australia
|
/s/ THOMAS CASEY
|
|
Thomas Casey
|
|
Chairman and Chief Executive Officer
|
/s/ TIMOTHY CARLSON
|
|
Timothy Carlson
|
|
Senior Vice President and Chief Financial Officer
|
/s/ THOMAS CASEY
|
|
Thomas Casey
|
|
Chairman and Chief Executive Officer
|
/s/ TIMOTHY CARLSON
|
|
Timothy Carlson
|
|
Senior Vice President and Chief Financial Officer
|
(A)
|
(B)
|
(C)
|
(D)
|
(E)
|
(F)
|
(G)
|
(H)
|
(I)
|
(J)
|
(K)
|
(L)
|
|
Mine or
Operating
Name/
MSHA
Identification
Number
|
Section 104 S&S Citations
(#)
|
Section 104(b) Orders
(#)
|
Section 104(d)
Citations and Orders
(#)
|
Section 110(b)(2)
Violations
(#)
|
Section 107(a) Orders
(#)
|
Total Dollar Value of MSHA Assessments Proposed
($)
|
Total Number of Mining Related Fatalities
(#)
|
Received Notice of Pattern of Violations Under Section 104(e)
(yes/no)
|
Received Notice of Potential to Have Pattern Under Section 104(e)
(yes/no)
|
Legal Actions Pending as of Last Day of Period
(#)
|
Legal Actions Initiated During Period
(#)
|
Legal Actions Resolved During Period
(#)
|
Tronox-
Alkali at
Westvaco
MSHA I.D.
No.:
48-00152
|
28
|
0
|
0
|
0
|
0
|
$50,154
|
0
|
No
|
No
|
0
|
2
|
5
|
(A) |
The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety and health hazard under section 104 of the Mine Act for which the operator received a citation from MSHA.
|
(B) |
The total number of orders issued under section 104(b) of the Mine Act.
|
(C) |
The total number of citations and orders for unwarrantable failure of the operator to comply with mandatory health or safety standards under section 104(d) of the Mine Act.
|
(D) |
The total number of flagrant violations under section 110(b)(2) of the Mine Act.
|
(E) |
The total number of imminent danger orders issued under section 107(a) of the Mine Act.
|
(F) |
The total dollar value of proposed assessments from the MSHA under the Mine Act. Includes assessments proposed on citations issued in 2016.
|
(G) |
The total number of mining related fatalities.
|
(H) |
During the year ending December 31, 2016, the mine did not receive Notice of Pattern of Violations under Section 104(e)
|
(I) |
During the year ending December 31, 2016, the mine did not receive Notice of a Potential to have a Pattern of Violations Under Section 104(e)
|
(J) |
Includes all legal actions before the Federal Mine Safety and Review Commission, together with the Administrative Law Judges thereof, for our operations.
|
(K) |
The total number of legal actions were initiated by us to contest citations, orders or proposed assessments issued by the federal Mine Safety and Health Administration during 2016.
|
(L) |
All previously initiated legal actions to contest citations, orders or proposed assessments issued by the federal Mine Safety and Health Administration, which if successful, could result in the reduction or dismissal of those citations, orders or assessments, were resolved during the period.
|