10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the Year ended December 31, 2013

OR

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

For the transition period from                      to                     

1-35573

(Commission file number)

TRONOX LIMITED

(ACN 153 348 111)

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

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

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

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

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

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

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

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

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

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

The aggregate market value of the ordinary shares held by non-affiliates of the Registrant as of June 28, 2013 was approximately $2,286,134,531.

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

As of January 31, 2014, the Registrant had 62,369,715 shares of Class A ordinary shares and 51,154,280 shares of Class B ordinary shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s proxy statement for its 2014 annual general meeting of shareholders are incorporated by reference in this Form 10-K in response to Part III Items 10, 11, 12, 13 and 14.

TRONOX LIMITED

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

INDEX

Form 10-K Item Number	Page
PART I
Item 1. Business		1
Item 1A. Risk Factors		13
Item 1B. Unresolved Staff Comments		22
Item 2. Properties		22
Item 3. Legal Proceedings		31
Item 4. Mine Safety Disclosures		31
PART II
Item  5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		32
Item 6. Selected Financial Data		33
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		48
Item 8. Financial Statements and Supplementary Data		50
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		102
Item 9A. Controls and Procedures		102
Item 9B. Other Information		102
PART III
Item 10. Directors, Executive Officers and Corporate Governance		102
Item 11. Executive Compensation		102
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		102
Item 13. Certain Relationships and Related Transactions, and Director Independence		103
Item 14. Principal Accounting Fees and Services		103
PART IV
Item 15. Exhibits, Financial Statement Schedules		103
SIGNATURES		105

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements under the captions “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and in other sections of this Form 10-K that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project,” “likely,” “can have” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties outlined in “Risk Factors.”

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

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

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

PART I

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

Item 1. Business

Tronox Limited, a public limited company registered under the laws of the State of Western Australia, Australia, and its subsidiaries is a global leader in the production and marketing of titanium bearing mineral sands and titanium dioxide pigment (“TiO₂”). Our world-class, high performance TiO₂ products are critical components of everyday applications such as paint and other coatings, plastics, paper and other applications. Our mineral sands business consists primarily of three product streams—titanium feedstock, zircon and pig iron. Titanium feedstock is primarily used to manufacture TiO₂. Zircon, a hard, glossy mineral, is used for the manufacture of ceramics, refractories, TV screen glass and a range of other industrial and chemical products. Pig iron is a metal material used in the steel and metal casting industries to create wrought iron, cast iron and steel.

On September 25, 2011, Tronox Incorporated entered into a definitive agreement (as amended, the “Transaction Agreement”) with Exxaro Resources Limited (“Exxaro”) and certain of its affiliated companies, to acquire 74% of Exxaro’s mineral sands operations, along with its 50% share of the Tiwest Joint Venture (the “Transaction”). On June 15, 2012, the date of the Transaction (the “Transaction Date”), Tronox Limited issued Class B ordinary shares to Exxaro and one of its subsidiaries in consideration for the mineral sands business, and the existing business of Tronox Incorporated was combined with the mineral sands business in an integrated series of transactions whereby Tronox Limited became the parent company.

Under the terms of the Shareholder’s Deed entered into upon completion of the Transaction, Exxaro agreed that for a three-year period after the completion of the Transaction (the “Standstill Period”), it would not engage in any transaction or other action that would result in its beneficial ownership of the voting shares of Tronox Limited exceeding 45% of the total issued shares of Tronox Limited. At December 31, 2013, Exxaro held approximately 44.4% of the voting securities of Tronox Limited. In addition, except under certain circumstances, Exxaro agreed not to sell, pledge or otherwise transfer any such voting shares during the Standstill Period. After the Standstill Period, Exxaro has agreed not to acquire any voting shares of Tronox Limited if, following such acquisition, Exxaro will have a voting interest in Tronox Limited of 50% or more unless Exxaro brings any proposal to make such an acquisition to the board of directors of Tronox Limited on a confidential basis. In the event an agreement regarding the proposal is not reached, Exxaro is permitted to make a takeover offer for all the shares of Tronox Limited not held by affiliates of Exxaro provided that binding acceptances are received from a majority of the shares not held by affiliates of Exxaro.

In connection with the Transaction, Exxaro retained a 26% ownership interest in our South African operations that are part of the mineral sands business in order to comply with the Black Economic Empowerment legislation of South Africa.

Principal Business Lines

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

Mineral Sands

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

• Our KwaZulu-Natal (“KZN”) Sands operations in the KwaZulu-Natal province of South Africa, which consist of the Hillendale mine (which ceased mining operations in December 2013), the Fairbreeze mine (which was partially permitted as

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of December 31, 2013, and the production from which will replace the Hillendale mine once it enters into commercial production), a concentration plant, a mineral separation plant and two smelters;

• Our Namakwa Sands operations in the Western Cape province of South Africa, which consist of the Namakwa Sands mines, a primary concentration plant (which produces a mineral concentrate), a secondary concentration plant (which yields a magnetic and non-magnetic stream), a mineral separation plant and two smelters; and,

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

Our mineral sands operations have a combined annual production capacity of 753,000 metric tons of titanium feedstock and 265,000 metric tons of zircon.

To ensure we are in the best position to meet future feedstock needs and take advantage of our vertical integration, we seek to secure future mine sites through our mineral sands exploration programs in Australia and South Africa. As part of our ore optimization strategy, we proactively manage new mining projects with an eye toward the future as existing mine resources are extracted. Our most notable project is the development of the Fairbreeze mine near our KZN Sands operations in South Africa. The Fairbreeze mine will serve as a replacement source of feedstock production for our Hillendale mine, which ceased mining operations in December 2013. Depending on the timing of regulatory approval and subsequent construction, the Fairbreeze mine could begin operations in the second half of 2015, and be fully operational in 2016. The Fairbreeze mine is estimated to have a life expectancy of approximately 15 years.

Minerals Sands Products

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

Titanium Feedstock

Titanium occurs naturally in a number of minerals. Ilmenite, rutile, leucoxene, titanium slag and synthetic rutile are all used primarily as feedstock for the production of TiO₂. According to the latest data provided by TZ Minerals International Pty Ltd (“TZMI”), more than 90% of the world’s consumption of titanium feedstock is used for the production of TiO₂.

Titanium feedstock is considered to be a single product, although it can be segmented based on the level of titanium contained within the feedstock, with substantial overlap between each segment. Different grades of titanium feedstock have similar characteristics, and are generally suitable substitutes for one another. As such, TiO₂ producers generally source and supply a variety of feedstock grades, and often blend them into one feedstock. The lower amount of titanium used in the TiO₂ manufacturing process, the more feedstock required and waste material produced. Naturally occurring high-grade titanium minerals required for the production of TiO₂ are limited in supply. This limited supply has prompted the mineral sands industry to develop beneficiated products to increase the titanium content in the feedstock that can be used as substitutes for, or in conjunction with, naturally occurring titanium minerals. Two processes have been developed commercially: one for the production of titanium slag and the other for the production of synthetic rutile. Both processes use ilmenite as a raw material, and involve the removal of iron oxides and other non-titanium material.

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

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

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

Titanium Slag — The production of titanium slag involves smelting ilmenite in an electric arc furnace under reducing conditions, normally with anthracite (coal) used as a reducing agent. The slag, containing the bulk of the titanium and impurities other than iron, is tapped off the top of the furnace while a high purity pig iron is recovered from the bottom of the furnace. The final quality of the slag is highly dependent on the quality of the original ilmenite and the ash composition of the anthracite used in the furnace. Titanium slag has a titanium content of approximately 85% to 87%.

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Synthetic Rutile — A number of processes have been developed for the beneficiation of ilmenite into products containing between approximately 90% and 95% titanium. These products are known as synthetic rutile or upgraded ilmenite. The processes employed vary in terms of the extent to which the ilmenite grain is reduced, and the precise nature of the reducing reaction and the conditions used in the subsequent removal of iron. All of the existing commercial processes are based on the reduction of ilmenite in a rotary kiln, followed by leaching under various conditions to remove the iron from the reduced ilmenite grains. Our synthetic rutile has a titanium content of approximately 90% to 93%.

Co-products

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

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

Mining

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

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

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

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

Processing

Both wet and dry mining techniques utilize wet concentrator plants to produce a high grade of heavy mineral concentrate (typically approximately 90% to 98% heavy mineral content). Screened ore is first deslimed, a process by which slimes (mineral particles that are too fine to be economically extracted and other materials that remain after the valuable fraction of an ore has been separated from the uneconomic fraction) are separated from larger particles of minerals, and then washed through a series of spiral separators that use gravity to separate the heavy mineral sands from lighter materials, such as quartz. Residue from the concentration process is pumped back into either the open pits or slimes dams for rehabilitation and water recovery. Water used in the process is recycled into a clean water dam with any additional water requirements made up from pit dewatering or rainfall.

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Mineral Separation

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

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

Synthetic Rutile Production — Higher grade ilmenite may also be upgraded into synthetic rutile. Synthetic rutile, or upgraded ilmenite, is a chemically modified form of ilmenite that has the majority of the ferrous, non-titanium components removed, and is also suitable for use in the production of titanium metal or TiO₂ using the chloride process. Ilmenite is converted to synthetic rutile in a two-stage pyrometallurgical and chemical process. The first stage involves heating ilmenite in a large rotary kiln. Coal is used as a heat source and, when burned in a limited air environment, it produces carbon monoxide, which promotes a reducing environment that converts the iron oxide contained in the ilmenite to metallic iron. The intermediate product, called reduced ilmenite, is a highly magnetic sand grain due to the presence of the metallic iron. The second stage involves the conversion of reduced ilmenite to synthetic rutile by removing the metallic iron from the reduced ilmenite grain. This conversion is achieved through aeration (oxidation), accelerated through the use of ammonium chloride as a catalyst, and acid leaching of the iron to dissolve it out of the reduced ilmenite. Activated carbon is also produced as a co-product of the synthetic rutile production process.

Raw Materials

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

Our KZN Sands operations currently use Sasol gas, which is available only from Sasol Limited. However, Sasol gas could be replaced with furnace off-gas produced by KZN Sands, if necessary. KZN Sands is currently in the process of increasing its use of furnace off-gas. Construction of a 13.6 megawatt co-generation plant at Namakwa Sands has been completed, and its commissioning is under way. Additionally, the plant, which consumes all furnace off-gas, produces electricity that is offset against current consumption sourced from Eskom, the state-owned electricity supplier.

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

Sales and Marketing

We currently mine more titanium feedstock than we consume at our TiO₂ production facilities. As such, feedstock not used in the production of our TiO₂ is sold to third parties. The geographic market for titanium feedstock is global in scope, and TiO₂ producers regularly source and transport titanium feedstock from suppliers located around the world. During 2013, 73% of feedstock revenue was derived from intercompany sales, with the remaining attributable to third-party sales. During 2013, our ten largest third-party

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mineral sands customers represented approximately 13% of total net sales, with no single customer accounting for more than 10% of total net sales.

Although we use agents and distributors for some sales in the Asia-Pacific region, direct relationship marketing is the primary technique that we employ for the marketing of titanium feedstocks. Multi-year contracts are negotiated with periodic pricing for the pigment industry, while the contract period for other industries tends to be less than one year (either per shipment, quarterly, half year or one year). Pricing for titanium feedstocks is usually adjusted either on a quarterly or half-year basis. In some instances, we use traders or agents for the sale of titanium feedstocks.

A portion of the zircon produced at Namakwa Sands is supplied pursuant to long-term multi-year contracts with some of our larger European customers. The tonnage is subject to agreement on pricing, which we negotiate at quarterly intervals or on a shipment-by-shipment basis. For customers of KZN Sands, and for smaller customers of Namakwa Sands, we contract zircon tonnage and pricing on a quarterly basis. We seek to avoid the use of agents and traders for the sale of zircon, favoring long-term relationships directly with end users.

Seasonality

Because TiO₂ is widely used in paint and other coatings, titanium feedstocks are in higher demand prior to the painting season in the Northern Hemisphere (spring and summer), and pig iron is in lower demand during the European summer holidays, when many steel plants and foundries undergo maintenance. Zircon generally is a non-seasonal product, but is negatively impacted by the winter and Chinese New Year celebrations due to reduced zircon demand from China.

Competitive Conditions

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

Pigment

Our Pigment segment primarily produces and markets TiO₂, and has production facilities at the following locations: Hamilton, Mississippi; Botlek, The Netherlands; and Kwinana, Western Australia, representing an aggregate of 465,000 metric tons of annual TiO₂ production capacity.

TiO₂ is a critical component of everyday consumer applications due to its brightness and superior ability to cover or mask other materials effectively and efficiently relative to alternative white pigments and extenders. TiO₂ is considered to be a quality of life product, and some research indicates that consumption generally increases as disposable income increases. At present, it is our belief that there is no effective mineral substitute for TiO₂ because no other white pigment has the physical properties for achieving comparable opacity and brightness, or can be incorporated as cost effectively.

TiO₂ is used in a wide range of products due to its ability to impart whiteness, brightness and opacity, and is designed, marketed and sold based on specific end-use applications. TiO₂ is used extensively in the manufacture of paint and other coatings, plastics and paper and in a wide range of other applications, including inks, fibers, rubber, food, cosmetics and pharmaceuticals. According to TZMI data, the paint and coatings sector is the largest consumer of pigment with 56% of total pigment consumption in 2012, while the plastics sector accounted for 24% and the remaining 20% was divided between paper, inks, fibers, and other.

TiO₂ Manufacturing Process

TiO₂ is produced using a combination of processes involving the manufacture of base pigment particles followed by surface treatment, drying and milling (collectively known as finishing). There are two commercial production processes in use by manufacturers: the chloride process and the sulphate process. All of our TiO₂ is produced using the chloride process. We are one of a limited number of TiO₂ producers in the world with chloride production technology. TiO₂ produced using the chloride process is preferred for some of the largest end-use applications.

The chloride process is a newer technology, and we believe it has several advantages over the sulphate process: it generates less waste, uses less energy, is less labor intensive and permits the direct recycle of chlorine, a major process chemical, back into the production process. In the chloride process, feedstock ores (slag, synthetic rutile, natural rutile or ilmenite ores) are reacted with

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chlorine (the chlorination step) and carbon to form titanium tetrachloride (“TiCl₄”) in a continuous fluid bed reactor. Purification of TiCl₄ to remove other chlorinated products is accomplished using a distillation process. The purified TiCl₄ is then oxidized in a vapor phase form to produce base pigment particles and chlorine gas. The latter is recycled back to the chlorination step for reuse. Base pigment is then typically slurried with water and dispersants prior to entering the finishing step. The chloride process currently accounts for substantially all of the industry-wide TiO₂ production capacity in North America, and approximately 49% of industry-wide capacity globally.

Commercial production of TiO₂ results in one of two different crystal forms, either rutile, which is manufactured using either the chloride process or the sulphate process, or anatase, which is only produced using the sulfate process. All of our global production capacity utilizes the chloride process to produce rutile TiO₂. Rutile TiO₂ is preferred over anatase TiO₂ for many of the largest end-use applications, such as coatings and plastics, because its higher refractive index imparts better hiding power at lower quantities than the anatase crystal form and it is more suitable for outdoor use because it is more durable. Although rutile TiO₂ can be produced using either the chloride process or the sulphate process, some customers prefer rutile produced using the chloride process because it typically has a bluer undertone and greater durability.

Raw Materials

Titanium Feedstock — The primary raw materials used to process TiO₂ are titanium feedstock, chlorine and coke. Beginning in the second quarter of 2013, 100% of our Pigment segment feedstock purchases have been from our Mineral Sands segment. For the year ended December 31, 2013, approximately 97% of our total ore purchases were from our Mineral Sands segment. Currently, we are the only TiO₂ manufacturer in the world to have 100% of our feedstock supply requirements under common ownership.

Chemicals — Other chemicals used in the production of TiO₂, such as chlorine, oxygen, nitrogen and coke, are purchased from various companies under long-term supply contracts. In the past we have been, and we expect that we will continue to be, successful in obtaining short-term and long-term extensions to these and other existing supply contracts prior to their expiration. We expect the raw materials purchased under these contracts, and contracts that we may enter into in the near term, to meet our requirements over the next several years.

Sales and Marketing

We supply and market TiO₂ under the brand name TRONOX^® to more than 1,100 customers in approximately 90 countries, including market leaders in each of the key end-use markets for TiO_2, and we have supplied each of our top ten customers with TiO₂ for more than 10 years. These top ten customers represented approximately 27% of our total TiO₂ sales in 2013, with no single customer accounting for more than 10% of total net sales. The tables below summarize our 2013 TiO₂ sales volume by geography and end-use market:

2013 Sales Volume by Geography
North America	37	%
Latin America	6	%
Europe	25	%
Asia-Pacific	32	%

2013 Sales Volume by End-Use Market
Paints and Coatings	77	%
Plastics	20	%
Paper and Specialty	3	%

In addition to price and product quality, we compete on the basis of technical support and customer service. Our direct sales and technical service organizations execute our sales and marketing strategy, and work together to provide quality customer service. Our direct sales staff is trained in all of our products and applications. Due to the technical requirements of TiO₂ applications, our technical service organization and direct sales offices are supported by a regional customer service staff located in each of our major geographic markets.

We believe our TiO₂ operations, and specifically our plant in Hamilton, Mississippi, are among the lowest-cost producers of TiO₂ globally. This is of particular importance as it positions us to be competitive through all facets of the TiO₂ cycle. Moreover, our three TiO₂ production facilities are strategically positioned in key geographies. The Hamilton facility is the third-largest TiO₂ production facility in the world, and has the size and scale to service customers in North America and around the globe. Our Chandala processing plant, located in Australia, is well positioned to service the growing demand from Asia. Our Botlek facility, located in The Netherlands, services our European customers and certain specialized applications globally.

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

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Seasonality

The demand for TiO₂ during a given year is subject to seasonal fluctuations. Because TiO₂ is widely used in paint and other coatings, TiO₂ is in higher demand prior to the painting season in the Northern Hemisphere (spring and summer).

Competitive Conditions

According to the latest TZMI data, industry production capacity grew to 7.2 million metric tons in 2012 from 7.0 million metric tons in 2011. We compete in a global market that has multiple other vendors. The global market in which our TiO₂ business operates is competitive. Competition is based on a number of factors such as price, product quality, and service. We face competition not only from chloride process pigment producers, but from sulfate process pigment producers as well. Moreover, because transportation costs are minor relative to the cost of our product, there is also some competition between products produced in one region versus products produced in another region.

We face competition from major international producers, including E. I. du Pont de Nemours and Company, Cristal Global, Huntsman Pigments, and Kronos Worldwide Inc., as well as regional competitors such as Sachtleben Chemie GmbH located in Germany, Ishihara Sangyo Kaisha located in Japan, and Sichuan Lomon Titanium Industry Co Ltd, Henan Billions Chemicals Co., Ltd., China National Bluestar (Group) Co., Ltd,., Shandong Jinhong Titanium Dioxide Chemicals and Pangang Titanium Co., Ltd. located in China. We estimate that, based on nameplate capacity, these seven companies accounted for approximately 56% of the global capacity. During 2013, we had global TiO₂ production capacity of 465,000 metric tons per year, which was approximately 6% of global pigment capacity. In addition to the major competitors discussed above, we compete with numerous smaller, regional producers, including producers in China that have expanded their sulphate production capacity during the previous five years.

Corporate and Other

Corporate and Other consists of our electrolytic manufacturing and marketing operations, as well as our corporate activities.

Electrolytic and Other Chemical Product Operations

Our electrolytic and other chemical products operations are primarily focused on advanced battery materials, specialty boron products and sodium chlorate.

Electrolytic manganese dioxide (“EMD”) — EMD is the active cathode material for alkaline batteries used in flashlights, electronic games, and medical and industrial devices. We believe that we are one of the largest producers of EMD for the global alkaline battery industry. EMD quality requirements for alkaline technology are much more demanding than for zinc carbon technology and, as a result, alkaline-grade EMD commands a higher price than zinc carbon-grade EMD. The United States primary battery market, predominantly based on alkaline-grade EMD, is the largest in the world followed by China and Japan according to the Freedonia Group. As such, we expect demand for alkaline-grade EMD to be sustained by the long-term growth of consumer electronics devices, partly offset by the trend toward smaller battery sizes and rechargeable batteries. The older zinc carbon technology remains in developing countries such as China and India. As the economies of China and India continue to mature, and the need for more efficient energy sources develops, we anticipate that the demand for alkaline-grade EMD will increase.

Boron — Specialty boron product end-use applications include semiconductors, pharmaceuticals, high-performance fibers, specialty ceramics and epoxies, as well as igniter formulations. According to publicly available industry reports, we are one of the leading suppliers of boron trichloride, along with JSC Aviabor, Sigma-Aldrich Corporation, and several Asian manufacturers. We anticipate demand for boron trichloride will remain positive driven primarily by the growth of the semiconductor industry. We believe we hold a similar leading position in the elemental boron market. We expect demand for elemental boron will continue to be largely flat following the trends in the defense and automotive industries in the United States.

Sodium Chlorate — Sodium chlorate is used by the pulp and paper industry in bleaching applications. The pulp and paper industry accounts for more than 95% of the market demand for sodium chlorate. Although there are other methods for bleaching pulp, we believe the chlorine dioxide process is preferred for environmental reasons. The primary raw material that we use to produce sodium chlorate is salt, which we purchase under both multi-year agreements and spot contracts. During 2013, we entered into an agreement with ERCO Worldwide, a Canadian-based global chemical company (“ERCO”), to supply up to 130,000 metric tons of sodium chlorate annually from our Hamilton, Mississippi facility. The initial term of the agreement extends to December 31, 2016, and may be automatically extended in one-year increments thereafter. As part of the agreement, ERCO acquired finished inventory, and assumed certain existing railcar leases and existing customer contracts. We have entered into a strategic long-term agreement with ERCO for the supply of chloral-alkali products to service a portion of our requirements at our Hamilton plant.

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Research and Development

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

New process developments are focused on increased throughput, efficiency gains and general processing equipment-related improvements. Ongoing development of process technology contributes to cost reduction, enhanced production flexibility, increased capacity, and improved consistency of product quality. In 2013, our product development and commercialization efforts were focused on several TiO₂ products that deliver added value to customers across all end use segments by way of enhanced properties of the pigment.

Patents, Trademarks, Trade Secrets and Other Intellectual Property Rights

Proprietary protection of our intellectual property is important to our business. At December 31, 2013, we held 54 U.S. patents, 13 patent applications (including provisional patent grants), and approximately 209 patents in foreign counterparts, including both issued patents and pending patent applications. Our U.S. patents have expiration dates ranging from 2014 through 2032. Additionally, we have two trademark registrations in the U.S. and 42 trademark registrations in foreign counterparts.

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

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

Employees

At December 31, 2013, Tronox had approximately 3,400 employees worldwide, of which 700 are located in the United States, 700 in Australia, 1,700 in South Africa, and 300 in The Netherlands and other international locations. Our employees in the United States are not represented by a union or collective bargaining agreement. In South Africa, more than 70% of our workforce belongs to a union. In Australia, our employees are not currently represented by a union, but 50% are represented by a collective bargaining agreement. In The Netherlands, 60% of our employees are represented by a collective bargaining agreement and 30% are members of a union. We consider relations with our employees and labor organizations to be good.

Environmental, Health and Safety Authorizations

Mineral Sands

Our facilities and operations are subject to extensive general and industry-specific environmental, health and safety regulations in South Africa and Australia. These regulations include those relating to mine rehabilitation, liability provision, water management, the handling and disposal of hazardous and non-hazardous materials, and occupational health and safety. The various legislation and regulations are subject to a number of internal and external audits. Our mineral sands operations are in compliance, in all material respects, with existing health, safety and environmental legislation and regulations.

Fairbreeze Authorizations

In September 2012, the South African Department of Mineral Resources (the “DMR”) approved our amendment application to the Environmental Management Program for Fairbreeze. This approval allowed us to commence with selected early-phase construction activities while awaiting further authorizations. In September 2013, the South African Department of Water Affairs (the “DWA”) issued the Fairbreeze Mine a water-use license for an area covering the majority of the Fairbreeze ore bodies and fines dams. Construction activities on these areas commenced soon after receipt of this license. Subsequently, a local conservancy group lodged an appeal, which by law automatically suspended the water-use license. Tronox submitted a petition to the DWA in protest of the

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suspension, requesting that the suspension be lifted pending the outcome of the appeal. On February 5, 2014, the DWA approved our request to lift the suspension, and we intend to continue with planned construction activities pending the appeal. The appeal process makes provision for the appeal to be adjudicated by the Water Tribunal, which is a quasi-judicial body of government. However, the legal appointment term of the tribunal ended in 2012, and to date, this body has not been reconstituted and the appeal process has not been amended. In order to address the appeal, we have agreed with the DWA to participate in a mediation process to attempt to reach a resolution of this matter. During such mediation process, we will continue with planned construction.

Regulation of the Mining Industry in South Africa

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

Regulation of the Mining Industry in Australia

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

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

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

State Agreements

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

Pigment

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

Chemical Registration

The European Union adopted a regulatory framework for chemicals in 2006 known as Registration, Evaluation and Authorization of Chemicals (“REACH”). Manufacturers and importers of chemical substances must register information regarding the properties of their existing chemical substances with the European Chemicals Agency. The timeline for existing chemical substances to be registered is based on volume and toxicity. The first group of chemical substances was required to be registered in 2010, with additional registrations due in 2013 and 2018. We registered those products requiring registration by the 2010 and 2013 deadlines. The REACH regulations also require chemical substances which are newly imported or manufactured in the European Union to be registered before being placed on the market. We are now focused on the authorization phase of the REACH process, and are making efforts to address “Substances of Very High Concern” and evaluating potential business implications. As a chemical

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manufacturer with global operations, we are also actively monitoring and addressing analogous regulatory regimes being considered or implemented outside of the EU, for example, in Korea and Taiwan. We do not expect the costs of REACH compliance to be material to our operations at this time.

Greenhouse Gas Regulation

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

Segment and Geographic Revenue Information

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

Available Information

Our public internet site is http://www.tronox.com. We make available, free of charge, on or through the investor relations section of our internet site, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers, as well as any amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (the “SEC”).

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

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Executive Officers of the Registrant

Set forth below is a description of the backgrounds of our executive officers. There are no family relationships between any of our officers, and there is no arrangement or understanding between any of them and any other person pursuant to which any such officer was selected as an officer.

Additional information related to our directors and nominees will be included under the caption “Election of Directors” in the 2014 Proxy Statement for our Annual Shareholders Meeting to be held on May 21, 2014 and is incorporated by reference herein. The information required by Items 405, 407(d)(4) and 407(d)(5) of Regulation S-K will be included under the captions “Section 16(a) Beneficial Ownership Reporting Compliance” and “Audit Committee” in the 2014 Proxy Statement, and is incorporated by reference herein.

Thomas Casey

Chairman of the Board and Chief Executive Officer

Mr. Casey has served as Chairman of the Board and Chief Executive Officer of Tronox Limited since June 15, 2012. Mr. Casey joined Tronox Incorporated as Chairman in February 2011 and was named as Chief Executive Officer of Tronox Incorporated effective in October 2011. Mr. Casey served as Chief Executive Officer of Integra Telecom, Inc. from February 2011 until October 2011 when Mr. Casey assumed the position of Chief Executive Officer of Tronox Incorporated. He has previously served as Chairman of the Board of Integra Telecom between December 2009 and February 2011, Chief Executive Officer and Director of Current Group LLC between September 2006 and February 2011, Chairman of the Board of Pacific Crossing Ltd., as Chief Executive Officer and Chairman of the Board of Choice One Communications, Inc., and as Chief Executive Officer and Director of One Communication Corp and of Global Crossing Ltd. Mr. Casey was a managing director of Merrill Lynch & Co, and was a partner at Skadden, Arps, Slate, Meagher & Flom LLP and at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. He also had various positions in the United States Government, including in the Antitrust Division of the U.S. Department of Justice. Mr. Casey graduated with honors from Boston College and The George Washington University, National Law Center. These positions give Mr. Casey significant insight into, and understanding of, complex transactions and business operations, including with respect to the banking, legal, and operational aspects thereof. On April 11, 2005, the U.S. Securities and Exchange Commission, Global Crossing, Mr. Casey (who was at the relevant time the Chief Executive Officer of Global Crossing) and other members of Global Crossing’s management reached a settlement related to a U.S. Securities and Exchange Commission investigation regarding alleged violations of the reporting provisions of Section 13(a) of the Exchange Act (and regulations thereunder), with such parties agreeing not to cause any violations of such reporting provisions. In the settlement, no party admitted liability and no other violations of securities laws were alleged. The Tronox Limited board of directors was fully aware of the settlement order and its circumstances and, in naming Mr. Casey as Chief Executive Officer, expressed its confidence in his ability to serve as Chief Executive Officer.

Jean-François Turgeon

Executive Vice President

Mr. Turgeon has served as Executive Vice President since joining Tronox on January 1, 2014. Mr. Turgeon oversees the combined business operations of our Mineral Sands and Pigment & Electrolytic Divisions. Mr. Turgeon brings decades of experience in leadership positions in the global titanium dioxide business. He joined Tronox from the Rio Tinto Group, where he served for more than 24 years, most recently in London as managing director of its iron and titanium division. In that role, he had oversight over international TiO₂ operations in Canada, South Africa and Madagascar, and regional sales offices in the Americas, Europe, Africa and the Middle East, and Asia and the Pacific. Previously, Mr. Turgeon held several executive, mining operations, and chemical research engineering positions in Rio Tinto’s titanium dioxide business unit. Mr. Turgeon holds a Bachelor of Science degree in chemical engineering from Université Laval in Quebec City and a master’s degree in hydrometallurgy from McGill University in Montreal.

Trevor Arran

Senior Vice President and President, Mineral Sands Operations

Mr. Arran has served as our Senior Vice President and President, Mineral Sands Operations since June 15, 2012. Prior to joining Tronox Limited upon completion of the Transaction he served as the Executive General Manager of Exxaro’s mineral sands and base metals business since April 2009. Prior to that, he served as the Executive General Manager of Corporate Affairs and Strategy for Exxaro from November 2006 until March 2009. Mr. Arran has broad experience in the mining industry, supplemented by financial experience gained in equity markets, investment banking and new business. He holds a Bachelor of Science in Geology from the University of Durban—Westville and a Bachelor of Science with honors in Economic Geology from the University of Natal. Mr. Arran also completed the Advanced Management Programme at the University of Pretoria’s Gordon Institute of Business Science and the Business and Environment Programme at the University of Cambridge.

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Michael J. Foster

Senior Vice President, General Counsel and Secretary

Mr. Foster has been our Senior Vice President, General Counsel and Secretary since June 15, 2012 and the Vice President, General Counsel and Secretary of Tronox Incorporated since January 2008. Mr. Foster was an executive officer of Tronox Incorporated during its bankruptcy proceedings from which it emerged in 2011. Before that he served as Managing Counsel of Tronox Incorporated from 2006 to January 2008; Staff Attorney of Tronox Incorporated from 2005 to 2006 and Staff Attorney for Kerr-McGee Shared Services LLC from 2003 to 2005; Corporate Counsel for CMS Field Services from 2001 to 2003; and Counsel for Enogex, Inc. from 1998 to 2001. Mr. Foster’s experience also includes more than five years practicing law in the public and private sectors.

Katherine C. Harper

Senior Vice President and Chief Financial Officer

Ms. Harper has served as our Senior Vice President and Chief Financial Officer since September 16, 2013. She leads our global finance group, including treasury, financial planning and analysis, controllership, risk management, compliance and audit, and investor relations. Ms. Harper has a depth of experience in the chemical engineering and titanium dioxide (TiO₂) sector. She joined Tronox after serving as the chief financial and business development officer of Rio Tinto’s diamonds and minerals group. She previously held finance and business transformation roles in Rio Tinto’s mining and alternative energy units. Earlier in her career she worked for 12 years in senior finance posts with the Gulbrandsen Group, a privately held chemical manufacturing company, and the General Chemical Corporation. She began her career as an accountant within the power systems group of the Westinghouse Electric Corporation.

John D. Romano

Senior Vice President and President, Pigment and Electrolytic Operations

Mr. Romano has been our Senior Vice President and President, Pigment and Electrolytic Operations since June 15, 2012. Prior to that, he was Executive Vice President of Tronox Incorporated since January 1, 2011 and Vice President, Sales and Marketing of Tronox Incorporated since January 2008. Mr. Romano was an executive officer of Tronox Incorporated during its bankruptcy proceeding from which it emerged in 2011. Before that he served as Vice President, Sales for Tronox Incorporated from 2005 to January 2008; Vice President, Global Pigment Sales for Tronox LLC from January 2005 to November 2005; Vice President, Global Pigment Marketing for Tronox LLC from 2002 to 2005 and Regional Marketing Manager for Tronox LLC from 1998 to 2002.

Willem Van Niekerk

Senior Vice President, Strategic Planning and Business Development

Dr. Van Niekerk has served as our Senior Vice President, Strategic Planning and Business Development since June 15, 2012. Prior to joining Tronox Limited upon completion of the Transaction, he served as the Executive General Manager of Corporate Services for Exxaro, which includes what is now our Mineral Sands business, since May 2009, where he was responsible for Exxaro’s technology, research and development, information management and supply chain management departments. Prior to that, he served as Manager of Growth for Exxaro’s mineral sands and base metals business and as General Manager for Marketing and Business Development for Exxaro’s mineral sands and base metals business. Dr. Van Niekerk co-managed the Tiwest Joint Venture from 2006 to 2008. Dr. Van Niekerk has a PhD in pyrometallurgy from the University of Pretoria, and he oversaw the design and development of the titanium smelting technology for the slag furnaces at KZN Sands.

Kevin V. Mahoney

Vice President and Controller

Mr. Mahoney has served as our Vice President and Controller since November 12, 2012. He has responsibility over financial reporting and plays a leading role in the analysis and presentation of key financial data. Prior to joining Tronox, Mr. Mahoney was Senior Vice President and Corporate Controller for specialty chemicals producer Chemtura Corporation. Prior to joining Chemtura Corporation in October 2006, he served for 18 years with American Express Company, where his most recent position was Senior Vice President, Corporate Reporting, responsible for financial reporting globally. He joined American Express in 1988 as Vice President of Financial Reporting and Analysis for travel-related services, was appointed Senior Vice President of Global Business Management and Analysis in 1995 and Controller, Western Hemisphere, in 2000. He previously was a senior manager with KPMG LLP. Kevin holds an MBA in financial management from Pace University.

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Item 1A. Risk Factors

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

Economic Factors

Market conditions, as well as global and regional economic downturns that adversely affect the demand for the end-use products that contain TiO₂ or our other products, could adversely affect the profitability of our operations and the prices at which we can sell our products, negatively impacting our financial results.

Our revenue and profitability is largely dependent on the TiO₂ industry either through direct sales of TiO₂ by our pigment business, or to TiO₂ producers by our mineral sands business sales. TiO₂ is a chemical used in many “quality of life” products for which demand historically has been linked to global, regional and local GDP and discretionary spending, which can be negatively impacted by regional and world events or economic conditions. Such events are likely to cause a decrease in demand for our products and, as a result, may have an adverse effect on our results of operations and financial condition.

The future profitability of our operations, and cash flows generated by those operations, also will be affected by the available supply of our products in the market, such as TiO₂, feedstock, and zircon.

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

The demand for TiO₂ during a given year is subject to seasonal fluctuations. Because TiO₂ is widely used in paint and other coatings, titanium feedstock is in higher demand prior to the painting season in the Northern Hemisphere (spring and summer), and pig iron is in lower demand during the European summer holidays, when many steel plants and foundries undergo maintenance. Zircon generally is a non-seasonal product but is negatively impacted by the winter and Chinese New Year celebrations due to reduced zircon demand from China. We may be adversely affected by existing or future cyclical changes, and such conditions may be sustained or further aggravated by anticipated or unanticipated changes in regional weather conditions. For example, poor weather conditions in a region can lead to an abbreviated painting season, which can depress consumer sales of paint products that use TiO₂.

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

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

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

Our operations may be negatively impacted by inflation.

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

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

• South Africa has been undergoing political and economic challenges. Changes to or instability in the economic or political environment in South Africa, especially if such changes create political instability, actual or potential shortages of production materials or labor unrest, could result in production delays and production shortfalls, and materially impact our production and results of operations.

• In South Africa, our mining and smelting operations depend on electrical power generated by Eskom, the state-owned sole energy supplier. The contractual Notified Maximum Demand for the Namakwa Sands smelter and KZN Sands smelter sites are 72 mega volt amperes (“MVA”) and 87 MVA, respectively. South African electricity prices have risen during the past few years, and future increases are likely. Additionally, our KZN Sands operations currently use 245,277 gigajoules of Sasol gas, which is available only from Sasol Limited; however, we could replace approximately 30% to 40% of our current Sasol gas usage with furnace off-gas produced by KZN Sands, if necessary. KZN Sands is currently in the process of increasing its use of furnace off-gas.

• We use significant amounts of water in our operations, which could impose significant costs. Use of water in South Africa is governed by water-use license. Our KZN mining operation in South Africa uses water to transport the slimes or sand from reclaimed areas to the processing plant and to the tailings facilities. Reduced water availability may result in rationing, which could impact production rates or result in increased water costs. However, our KZN Sands operation can use sea water, which is readily available since KZN Sands is located in a coastal region, although using sea water instead of fresh water would increase operational costs due to the desalination process, which may not be offset against lower water operating costs.

• Under South African law, our South African mining operations are subject to water-use licenses that govern each operation. These licenses require, among other conditions, that mining operations achieve and maintain certain water quality limits for all water discharges, where applicable. Our South African operations that came into existence after the adoption of the National Water Act, No. 36 of 1998 have applied for and been issued the required water-use licenses. However, changes to water-use licenses could affect our operational results and financial condition.

• The South African government may sharpen its focus on intervention in mining through various means including increased taxation, greater control and conditions on the distribution of mineral rights, poverty alleviation, and job creation. Such measures have not yet been defined, and the impact the measures may have on our business remains uncertain.

• Changes to the revised Mineral and Petroleum Resources Developmental Act of 2002 (the “MPRDA”) have been incorporated into the 2013 MPRDA amendment, and are awaiting approval by the South African Parliament before being promulgated. Some of the proposed changes may have an adverse effect on our business, operating results and financial condition. Although we expect the bulk of the original act to remain intact, there could be substantial changes, based on the current draft. This could have adverse effects on our business, operating results and financial condition.

• South Africa’s exchange control regulations require resident companies to obtain the prior approval of the South African Reserve Bank to raise capital in any currency other than the Rand, and restrict the export of capital from South Africa. While the South African government has relaxed exchange controls in recent years, it is difficult to predict whether or how it will further relax or abolish exchange control measures in the future. These exchange control restrictions could hinder our financial and strategic flexibility, particularly our ability to use South African capital to fund acquisitions, capital expenditures, and new projects outside of South Africa.

• Our operations in South Africa are reliant on services provided by the State agency, Transnet, for limited rail transport services at Namakwa Sands. Furthermore, they provide extensive dock-side services at both the ports of Richards Bay and Saldanha Bay. Delays, particularly industrial actions, could have a negative impact on our business, operating results and financial condition.

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

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a significant increase in the incidence of HIV/AIDS infection and related diseases among the South African workforce over the next several years, our operations, projects and financial condition may be adversely affected.

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

Labor costs constituted approximately 23% of our production costs in 2013. The majority of our employees are located outside the United States. In most of those countries, labor and employment laws are more onerous than in the United States and, in many cases, grant significant job protection to employees, including rights on termination of employment.

In South Africa, more than 70% of our workforce belongs to a union. In Australia, our employees are not currently represented by a union, but 50% are represented by a collective bargaining agreement. In The Netherlands, 60% of our employees are represented by a collective bargaining agreement and 30% are members of a union.

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

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

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

Business Factors

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

In 2013, raw materials used in the production of TiO₂ constituted approximately 44% of our operating expenses. Fuel and energy linked to commodities, such as diesel, heavy fuel oil and coal, and other consumables, such as chlorine, illuminating paraffin, electrodes, and anthracite, consumed in our manufacturing and mining operations form an important part of our operating costs. We have no control over the costs of these consumables, many of which are linked to some degree to the price of oil and coal, and the costs of many of these raw materials may fluctuate widely for a variety of reasons, including changes in availability, major capacity additions or reductions, or significant facility operating problems. These fluctuations could negatively affect our operating margins and our profitability. As these costs rise, our operating expenses will increase and could adversely affect our business, especially if we are unable to pass price increases in raw materials through to our customers.

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

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

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

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

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

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

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

• the impact of competition from other chemical and materials manufacturers and diversified companies;

• the transfer of funds from subsidiaries in the United States to certain foreign subsidiaries;

• general world business conditions, economic uncertainty or downturn and the significant downturn in housing construction and overall economies;

• our ability to obtain raw materials at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher raw material costs;

• our ability to adequately deliver customer service and competitive product quality; and,

• the effects of governmental regulation on our business.

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

Our industry and the end-use markets in which we compete are highly competitive. This competition may adversely affect our results of operations and operating cash flows.

Each of our markets is highly competitive. Competition in the pigment industry is based on a number of factors such as price, product quality, and service. We face significant competition from major international and smaller regional competitors. Our most significant competitors include major chemical and materials manufacturers and diversified companies, a number of which have substantially larger financial resources, greater personnel, and larger facilities than we do. We also compete with numerous smaller, regional producers, including producers in China, that have expanded their sulphate TiO₂ production capacity during the previous five years.

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

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

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

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

The agreements and instruments governing our debt contain restrictions and limitations that could affect our ability to operate our business, as well as impact our liquidity.

As of December 31, 2013, our total principal amount of long-term debt was $2.4 billion (including $11 million of original issue discount in connection with the senior secured term loan (the “Term Loan”), which has a face value of $1.5 billion). Our credit facilities contain covenants that could adversely affect our ability to operate our business, our liquidity, and our results of operations. These covenants restrict, among other things, our and our subsidiaries’ ability to:

• incur or guarantee additional indebtedness;

• complete asset sales, acquisitions or mergers;

• make investments and capital expenditures;

• prepay other indebtedness;

• enter into transactions with affiliates; and,

• fund dividends or repurchase shares.

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

Exxaro may exert substantial influence over us as a shareholder.

At December 31, 2013, Exxaro held approximately 44.4% of the voting securities of Tronox Limited, and had three nominees serving as Directors on our nine-member board. Additionally, in the future, Exxaro may exchange its retained interest in the mineral sands business for additional Class B Shares.

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

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

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

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

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

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

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

There is significant uncertainty in any mineral reserve or mineral resource estimate. Factors that are beyond our control, such as the ability to secure mineral rights, the sufficiency of mineralization to support mining and beneficiation practices and the suitability of the market may significantly impact mineral resource and reserve estimates. The actual deposits encountered and the economic viability of mining a deposit may differ materially from our estimates. Since these mineral resources and reserves are estimates based on assumptions related to factors discussed above, we may revise these estimates in the future as we become aware of new developments. To maintain TiO₂ feedstock production beyond the expected lives of our existing mines or to increase production materially above projected levels, we will need to access additional reserves through exploration or discovery.

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

Our industries and the end-use markets into which we sell our products experience periodic technological change and product improvement. Our future growth will depend on our ability to gauge the direction of commercial and technological progress in key end-use markets and on our ability to fund and successfully develop, manufacture and market products in such changing end-use markets. We must continue to identify, develop and market innovative products or enhance existing products on a timely basis to maintain our profit margins and our competitive position. We may be unable to develop new products or technology, either alone or with third parties, or license intellectual property rights from third parties on a commercially competitive basis. If we fail to keep pace

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with the evolving technological innovations in our end-use markets on a competitive basis, our financial condition and results of operations could be adversely affected.

In addition, new technologies or processes have the potential to replace or provide lower-cost alternatives to our products, such as new processes that reduce TiO₂ in consumer products or the use of chloride slag in the production of TiO₂, which could result in TiO₂ producers using less chloride slag, or to reduce the need for TiO₂ in consumer products, which could depress the demand and pricing for TiO₂. We cannot predict whether technological innovations will, in the future, result in a lower demand for our products or affect the competitiveness of our business. We may be required to invest significant resources to adapt to changing technologies, markets and competitive environments.

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

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

Changes to existing laws governing operations, especially changes in laws relating to transportation of mineral resources, the treatment of land and infrastructure, contaminated land, the remediation of mines, tax royalties, exchange control restrictions, environmental remediation, mineral rights, ownership of mining assets, or the rights to prospect and mine may have a material adverse effect on our future business operations and financial performance. There is risk that onerous conditions may be attached to authorizations in the form of mining rights, water-use licenses, miscellaneous licenses and environmental approvals, or that the grant of these approvals may be delayed or not granted.

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

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

We compete with other chemical and mining companies, and other companies generally, in the countries in which we operate to attract and retain key human resources at all levels with the appropriate technical skills and operating and managerial experience necessary to continue operating and expanding our businesses. These operations use modern techniques and equipment and accordingly require various types of skilled workers. The success of our business will be materially dependent upon the skills, experience and efforts of our key officers and skilled employees. The global shortage of key mining skills, including geologists, mining engineers, metallurgists, and skilled artisans, has been exacerbated by increased mining activity across the globe. Competition for skilled employees is particularly severe in Western Australia and at Namakwa Sands, which may cost us in terms of higher labor costs or reduced productivity. As a result, we may not be able to attract and retain skilled and experienced employees. Should we lose any of our key personnel or fail to attract and retain key qualified personnel or other skilled employees, our business may be harmed and our operational results and financial condition could be affected.

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

We are registered under the laws of Western Australia, Australia, and substantial portions of our assets are located outside of the United States. In addition, certain members of our board of directors, as well as certain officers named in this Form 10-K, reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon

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Tronox Limited or such other persons residing outside the United States, or to enforce judgments outside the United States obtained against such persons in U.S. courts in any action, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. In addition, it may be difficult for investors to enforce rights predicated upon the U.S. federal securities laws in original actions brought in courts in jurisdictions located outside the United States.

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

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

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

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

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

We also rely upon unpatented proprietary technology, know-how and other trade secrets to maintain our competitive position. While we maintain policies to enter into confidentiality agreements with our employees and third parties to protect our proprietary expertise and other trade secrets, these agreements may not be enforceable or, even if legally enforceable, we may not have adequate remedies for breaches of such agreements. We also may not be able to readily detect breaches of such agreements. The failure of our patents or confidentiality agreements to protect our proprietary technology, know-how or trade secrets could result in significantly lower revenues, reduced profit margins or loss of market share.

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

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

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

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reduction in expected long-term sales or profitability. We may be required to record a significant non-cash charge in our financial statements during the period in which any impairment of our intangible assets and other long-lived assets is determined, negatively impacting our results of operations.

If we fail to maintain an effective system of internal controls, we might be unable to report our financial results accurately or prevent fraud.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. As a public company, we are subject to the reporting requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires us and our independent registered public accounting firm to annually evaluate and report on our internal control over financial reporting. Our efforts to maintain an effective system of internal controls may not be successful, and we may not be able to maintain adequate controls over our financial processes and reporting in the future. Even if we conclude, and our independent registered public accounting firm concurs, that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements in the future. Failure to maintain proper and effective internal controls could harm our results of operations or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm discovers a material weakness in our internal controls in the future, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements.

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Item 1B. Unresolved Staff Comments

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

Item 2. Properties

Below are our offices and facilities at December 31, 2013. We believe our properties are in good operating condition, and are well maintained. Pursuant to separate financing agreements, substantially all of our U.S. properties are pledged or encumbered to support or otherwise provide the security for our indebtedness.

Corporate and Other

At December 31, 2013, our corporate and other offices consisted of the following:

Location	Square Footage		Owned/Leased		Offices
Stamford, Connecticut		27,145		Leased	Corporate office located at 263 Tresser Boulevard, Suite 1100
Bentley, Western Australia		17,696		Leased	Corporate office located at 1 Brodie Hall Drive
Oklahoma City, Oklahoma		110,781		Owned	Corporate services located at 3301 NW 150th Street

In addition, corporate and other includes two electrolytic manufacturing and distribution facilities located in Henderson, Nevada and Hamilton, Mississippi.

Mineral Sands

We lease 25,892 square feet located at 115 West Street, Sandton, South Africa for our Mineral Sands division management offices.

Our KwaZulu-Natal (“KZN”) Sands operations include the Hillendale mine (which ceased mining operations in December 2013), the Fairbreeze mine, a wet plant, and the central processing complex in Empangeni. The central processing complex includes a mineral separation plant and two smelters.

Our Namakwa Sands operations include the Namakwa Sands mine, a primary concentration plant (which produces a mineral concentrate), a secondary concentration plant (which yields a magnetic and non-magnetic stream), a separation plant (where the minerals in the streams are separated to produce zircon, rutile and ilmenite), and two smelters (where the ilmenite is processed into furnaces to produce titanium dioxide slag and pig iron).

Our Western Australia operations consist of the Cooljarloo Sands mine and the Chandala complex. The Chandala complex includes a dry mill (which separates the minerals), a synthetic rutile plant (which upgrades ilmenite into high quality synthetic rutile), and a residual management plant.

Pigment

We own 110,781 square feet at 3301 NW 150^th Street, Oklahoma City, Oklahoma, which is used for our Pigment segment management offices and research and development, and is shared with certain corporate services.

Our pigment facilities consist of the physical assets necessary and appropriate to produce, distribute and supply our TiO₂, and consist mainly of manufacturing and distribution facilities. The following table summarizes our TiO₂ production facilities and production capacity (in gross metric tons per year), by location:

Facility	Production		TiO2 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

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Mineral Sands Licenses and Leases

In 2013, we mined valuable heavy minerals (“VHM”), including ilmenite, rutile, leucoxene, and zircon, at three separate locations; Namakwa Sands and KZN Sands (where our Hillendale mining operations ceased in December 2013) in South Africa, and Cooljarloo in Western Australia. Our three mining operations and their integrated mineral processing facilities have two principal commercial product lines: titanium feedstocks and zircon. Our titanium feedstocks include titanium oxide minerals such as ilmenite, natural rutile, and leucoxene, as well as two upgraded titanium products titanium, slag and synthetic rutile. Zircon is a zirconium silicate mineral with a diverse construction and industrial applications. The individual titanium minerals and zircon each have distinct commercial markets, and may be sold as mineral concentrates, slag or synthetic rutile; however, more than 90% of titanium raw materials are consumed in the production of titanium dioxide.

A diagram of our heavy mineral sand mining and processing—TiO₂ pigment value chain is as follows:

We market our titanium feedstocks to external customers; however a significant portion of our production is consumed internally. Most of the ilmenite mined at Namakwa Sands and KZN Sands is the feedstock for titanium slag production in South Africa, and ilmenite from Western Australia is internally consumed as synthetic rutile feed at our Chandala complex. The synthetic rutile product from our Chandala complex is either consumed at our TiO₂ pigment plant in Kwinana or sold externally.

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

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

Mineral Tenure—South Africa

Our South African mining rights secure our legal rights to exploit the heavy mineral reserves at Namakwa, Hillendale (mining operations ceased in December 2013), and Fairbreeze, and to explore for heavy minerals (“HM”) elsewhere in South Africa. Mineral exploration and development in South Africa is regulated by the Minerals and Petroleum Resources Development Act No. 28 (the “MPRDA”), which was implemented in May 2004. The MPRDA is regulated through the Department of Mineral Resources (the “DMR”), and establishes the State of South Africa as the custodian of all mineral resources, and effectively transfers privately owned mineral rights to the state. Owners and grantees of mineral rights were required to apply to the DMR for New Order Mining Rights over the previously held mineral tenements. All of our old order mining rights have been successfully converted to New Order Mining Rights, in accordance with the MPRDA.

Other South African statutes establishing government authority over mining-related activities include: the National Environmental Management Act #107 (NEMA), the National Water Act #36 (NWA), the Mine Health and Safety Act, and the Mining Titles Registration Amendment. In addition to the DMR, other relevant regulatory bodies include the South African Department of Environmental Affairs at the National level and provincial-level authorities, such as the Western Cape Department of Environmental Affairs, and Development Planning and the KwaZulu-Natal Department of Environmental Affairs. Access and use authorizations for

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mining and mining-related activities in South Africa may be independent of surface rights, and land-use rentals and access rights agreements may be required in some cases.

The existing mining rights at Namakwa Sands and KZN Sands were ceded in 2008 by Anglo Operations Ltd, a unit of Anglo American plc, to Exxaro Resources Ltd. (“Exxaro”). Subsequent to the Transaction (see Item 1. Business), the Namakwa mining rights are legally owned by Tronox Mineral Sands (Pty) Ltd, a subsidiary of Tronox Limited. Under the Black Economic Empowerment legislation, our ownership of Tronox Mineral Sands is limited to 74%, with Exxaro owning the remaining 26%.

Old order mining rights that have been converted to new order mining rights at Namakwa cover over 13,000 hectares, including the Rietfontein, Hartebeeste Kom, Graauwduinen, Houtkraal, Goeraap and other mining rights. Several other mining and/or prospecting rights, land-use authorizations and appropriate permits are granted at various other locations in South Africa. Renewal of mining rights is permissible for terms of up to 30 years, subject to compliance with the MPRDA.

Heavy mineral production at the now-depleted Hillendale mine will be replaced by production from the Fairbreeze mine, where we control over 4,000 hectares of new mining rights. New order mining rights executed in September 2009 are valid through 2039 for the Fairbreeze C Extension deposit and through 2035 for the Fairbreeze A, B, C, and D deposits. The Hillendale mining rights are valid through 2035; however, following the exhaustion of Hillendale reserves, applications for closure certification will be filed.

In September 2013, the South African Department of Water Affairs (the “DWA”) issued an Integrated Water Use License for an area covering the Fairbreeze mining operations. Construction activities on these areas commenced soon after receipt of this license. Subsequently, the Mtunzini Conservancy (the “Conservancy”) lodged an appeal against the DWA, alleging textual and interpretative irregularities with the license conditions. In response, the appeals lodgment automatically suspended the license and, as a result, all construction activities were suspended. On February 5 2014, the DWA approved our request to lift the suspension and we intend to continue with planned early works construction activities pending the appeal. The appeal process makes provision for the appeal to be adjudicated by the Water Tribunal, which is a quasi-judicial body of government; however the legal appointment term of the tribunal ended in 2012 and to date, this body has not been reconstituted and the appeal process has not been amended. In order to address the appeal in the meantime, Tronox, with the DWA and the Conservancy have agreed to participate in a mediation process.

Mineral Tenure—Australia

Western Australia mineral tenure is administered by the Western Australia Department of Mines and Petroleum under the Mining Act 1978, which contains provisions for a variety of tenement categories that include prospecting, exploration, retention, and mining. Our Cooljarloo mining operations are authorized by State Agreement MSA 268, covering 9,745 hectares, ratified by the Western Australia Parliament, the Mineral Sands (Cooljarloo) Mining and Processing Agreement Act of 1988. State Agreements specify the rights, obligations, terms and conditions for the development of major resources projects, and establish a framework for ongoing relations and cooperation between the state and the proponent of the project.

Twenty mining leases, covering 17,890 hectares over the Dongara deposits have been granted to us by the State of Western Australia, and are pending approvals from federal agencies. Six of the mining licenses overlie reserves declared in the tables below, based on a positive definitive feasibility study (“DFS”).

Three mining leases cover 2,056 hectares at the Jurien deposit, where historic HM mining was conducted by others as recently as 1994. No reserves are reported for the Jurien deposit, which is under a comprehensive re-evaluation following completion of a 5,080-meter drilling program in 2013. We have active exploration projects on six of eleven exploration licenses in proximity to the Cooljarloo mine; however, there is no assurance that any of the exploration projects will generate new reserves or be developed for mining.

Reporting of Ore Reserves and Mineral Resources

The HM reserve estimates reported below are compiled from Mineral Resource and Ore Reserve Statements (“RR Statements”) prepared annually by mineral resource professionals in South Africa and Australia to reflect the estimated mineral resources and reserves as of December 1, 2013.

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

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Individuals responsible for our estimates of ore reserves are certified by the organizations that administer their respective codes and are subject to censure if they are found to be in violation of the reporting guidelines.

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

The estimated reserves reported by Tronox are in situ, or in-place, bodies of economically and legally extractable mineralized material as of December 31, 2013. Block modeling software and techniques differ by mining operation, but the basic approach includes validation of digitized drilling data, statistical interpolations of spatial data to create “wireframe” representations of mineral deposit geometry and dimensions, followed by resource modeling that divides the deposit into a myriad of individual cells and sub-cells for further evaluation. Most of our mineral sands operations utilize multiple software programs for resource and mine modeling that have been adapted to the particular geologic, mineralization and mining characteristics of their ore deposits. A defined set of realistically assumed “modifying factors” are required under both SAMREC and JORC for the conversion of mineral resources to ore reserves, including mining dilution, mining and metallurgical recovery, economic, marketing, legal, environmental, infrastructure, social, and governmental factors. These modifying factors are equally applicable to classifications of ore reserves under SEC Industry Guide 7, which defines an ore reserve as “that part of a mineral deposit which can be economically and legally extracted or produced at the time of the reserve determination.”

The reported reserves are included in a base case scenario for their exploitation, termed a life-of-mine plan (“LoMP”). A LoMP is maintained for each of our three active mining operations and routinely reviewed by professionals from a range of disciplines to ensure their validity, and the mining plans are linked to the Tronox internal mining-ilmenite beneficiation-TiO₂ pigment manufacturing and marketing value chain. The LoMP are used for long-term, strategic planning and are influenced by logical mine design and economic parameters. Therefore, the LoMP include both our disclosed ore reserves as well as some portion of high-quality mineralization that has not been converted to reserves. Mine modeling imposes practical excavation boundaries for the mining methods employed, and the modified volumes and grades are applied during the conversion of resources to reserves. Extraction boundaries and production schedule scenarios are derived from models for which realistic assumptions and estimates have been applied and interpreted by our mining staffs to have reasonable prospects for economic extraction. The modifying factors and other parameters are fluid, and there is no assurance of future economic viability, or that the material in our LoMP will ever be mined. Once the mineralized material is placed into the LoMP, the tonnages envisaged to be mined (“run-of-mine”) may include dilution from a relatively small volume of poorly mineralized material, if its inclusion is necessary or practical to satisfy mine engineering parameters. Our dilution factors are negligible for dry mines but approximately 5% for dredge mining, which has lower unit costs but is less selective. Dilution factors are independent from overburden or internal waste removal and handling, costs for which, if applicable, are factored into the economic block models. Our “nominal” cut-off grades are included in the notations in the reserves table below, in the interest of transparency and to satisfy resource and reserves reporting requirements. The cut-off-grades disclosed may not, however, reflect the actual ore extraction boundaries at the time of exploitation.

Our reserve estimates and each LoMP are underpinned by 3-D resource block models that incorporate geospatial data such as heavy mineral grades and distributions, geological domains, and geostatistical validation. The resource models are integrated with economic modeling that involves mine scheduling, engineering parameters, removal of overburden (if present), tailings management, internal transportation, environmental management, and rehabilitation. The economic modeling determines extraction boundaries based on positive future cash flows from commercial minerals (zircon, rutile, leucoxene, non-integrated ilmenite) and upgraded ilmenite products (Ti-slag, synthetic rutile, pig iron), net of mining and processing costs. Marketing assumptions allow for our internal consumption of TiO₂ feedstocks, and future sales prices for mineral products. Mining cost assumptions are based on operating expenses for comparable extraction methods at our operating mines and heavy mineral processing experience at our three mine support products facilities and costs for conversion of ilmenite to slag and pig iron in South Africa and to synthetic rutile in Western Australia.

Commercial sales of our mineral concentrates and processed mineral products are sold under long-term and short-term private contracts, the terms of which are confidential. The TiO₂ industry is an oligopolistic market, and a public disclosure of contractual unit prices could be detrimental to our relationships with our customers. We do not believe that historic sales prices are reliable indicators for future prices, and we apply forward-looking sales price assumptions based on our long-term contract prices, internal market intelligence, and forecasts by independent industry research consultancies such as TZ Minerals International Pty Ltd (“TZMI”).

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Mineral Reserves

At December 31, 2013, our total HM reserves were approximately 1.14 billion metric tons (“MT”) of ore containing an in-place estimate of approximately 69 million MT contained heavy minerals. Based on average total HM assemblage data, the in-place reserves contain approximately 31 million MT of ilmenite, approximately 5 million MT of combined rutile and leucoxene, and approximately 6 million MT of zircon, for a total VHM content of approximately 42 million MT.

Reported reserve estimates in the table below are in-place portions of inventories of mineralized material that have been previously classified as Measured Resources or Indicated Resources under the SAMREC or JORC codes. Valuable heavy minerals are reported as in situ, unadjusted for mining and processing recovery factors.

Reported reserve estimates in the table below are in-place portions of inventories of mineralized material that have been previously classified as Measured Resources or Indicated Resources under the SAMREC or JORC codes. Valuable heavy minerals in the table below (ilmenite, rutile, leucoxene and zircon) are reflected as percentages of total HM, and are reported as in situ, unadjusted for mining and processing recovery factors. Minor quantities of heavy mineral byproducts other than titanium minerals or zircon are intermittently sold but are immaterial to the reserves and future revenues.

Operation or Deposit Operating Unit	Location	Status / Mining Method(s) (1)	Ore Reserves Category	Ore Reserves (million MT)		Ore Grade (THM%)		In-Place THM (000’s of MT)		Life of Mine (years) (2)		ILMENITE (% THM)		RUTILE (% THM)		LEUCOXENE (% THM)		ZIRCON (% THM)		Change 2013-2012 (000’s MT THM) (3)
Namakwa Sands Namakwa Sands	Western Cape, South Africa	West OC & East OC mines	Proven		385.8		7.9		30,320		30+		39.5		2.5		5.8		9.4		+3,941
			Probable		300.3		6.4		19,276				40.4		2.6		5.8		10.2		+7,853
			Total (100%)		686.1		7.2		49,596				40.0		2.6		5.8		9.7		+11,794	(A)
Fairbreeze KZN Sands	KwaZulu- Natal South Africa	Hydraulic OC Start 2015	Proven		139.0		7.1		9,906		13		62.0		3.5		1.7		8.4		+1,066
			Probable		45.3		4.6		2,084				53.3		3.2		1.7		7.3		+810
			Total (100%)		184.3		6.5		11,990				60.5		3.3		1.7		8.2		+1,876	(B)
TOTAL SOUTH AFRICA			All Reserves		870.4				61,586												+13,670
Cooljarloo	Western Australia	Dredge Mine & OC Dry Mine	Proven		182.1		2.05		3,732		13		61.0		5.1		2.6		9.4		+112
			Probable		21.6		2.56		554				62.9		5.5		2.3		12.9		-680
			Total		203.7		2.10		4,286				61.2		5.1		2.6		9.9		-568
Dongara	Western Australia	Planned OC Dry Mine	Proven		64.6		5.14		3,325		15		48.9		6.1		2.8		11.2
			Probable																		—
			Total		64.6		5.14		3,325				48.9		6.1		2.8		11.2		—
TOTAL Western Australia			All Reserves		268.3		2.84		7,611				55.8		5.5		2.7		10.4		-568	(C)
TOTAL RESERVES					1,139				69,197												+13,102

(1) Open Cut (“OC”) is a surface mining technique of extracting rock minerals from the earth by their removal from an open pit.

(2) Life-of-Mine (“LoM”) refers to estimated years of mine life under assumed operating rates and mine design. LoM estimates are part of a strategic Life-of-Mine Plan (“LoMP”) and include both ore reserves, as well as non-reserve material with reasonable prospects for economic exploitation.

(3) Changes greater than 10% from our December 31, 2012 reserves statement are as follows:

A. Revised resource and mining models for inclusion of Orange Feldspathic Sand (“OFS”) ore at the Namakwa Sands East mine resulted in the conversion of approximately 250 million MT to ore reserve classifications.

B. Revised modeling of the Fairbreeze mine, which effectively lowered the nominal cut-off grade from 2.0% ilmenite to 1.5% ilmenite, increasing contained THM reserves by approximately 2 million MT. The Hillendale mine ceased mining operations as of December 2013, and depletion of 154,000 MT of HM at Hillendale are reflected in 2013-2012 change in Total South Africa THM reserves.

C. Mining depletion accounts for a decrease of 568,000 MT of HM from the Cooljarloo reserves in 2013. Probable reserves of approximately 1.2 million MT of HM previously reported for Jurien, Western Australia have been removed from our December 31, 2013 reserves statement, pending revision of the Jurien resource model with results from a 2013 drilling program.

Recoveries of in-place VHM are never 100%, but we strive to make every reasonable effort to optimize the efficiencies of our mineral separation processes. Mining recoveries are generally very high, approaching 100%. Recovery factors of valuable heavy

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minerals vary according to the characteristics of ore, heavy mineral assemblages and amenability of the individual valuable heavy minerals to physical separation techniques, and their cumulative metallurgical recoveries, from primary concentration through the respective mineral separation plants range from below 65% to above 92%.

Cut-off grades are not strictly applied to reserve estimates, as economic determinations are made from detailed block modeling. Approximate, nominal cut-off grades are: KZN Sands -1.5% ilmenite; Namakwa—0.2% zircon; Cooljarloo—1.3% THM; and Dongara — up to 2% THM. Cutoff grades vary locally according to VHM assemblage, overburden or other waste removal and many other parameters.

The following table compares the HM reserves at December 31, 2013, 2012, and 2011. Reserves formerly owned by Exxaro prior to the Transaction are included at 100%.

	December 31,
	2013			2012		2011
	(In thousands of MT)
Namakwa Sands		49,600			37,800		39,300
KZN Sands		12,000			10,300		10,500
Total South Africa		61,600			48,100		49,800
Cooljarloo		4,300	)		4,900		5,800
Dongara		3,300	)		3,300		2,200
Jurien		—			1,200		1,200
Total Western Australia		7,600			9,400		9,200
Total Tronox		69,200			57,500		59,000

Our three mining operations maintain active HM exploration programs, emphasizing the identification of new reserves to extend the lives or improve the output of our currently active mines. Mineralized material is identified at all three areas and classified under the respective mineral resource reporting standards of SAMREC or JORC as “inferred,” “indicated,” or “measured” resources. There is no assurance, however, that any of these resources will ever be exploited, and disclosure of any non-reserves material is not included in this filing.

HM and upgraded TiO₂ feedstock production during 2013 (in thousands of MT) was as follows:

Tronox Operation	Ilmenite(1)		Rutile & Leucoxene		Zircon		Synthetic Rutile		Chloride Slag		Sulfate Slag		Pig Iron		Other (2)
Namakwa Sands		459		27		111				145		23		118		76
KZN Sands		291		6		10				166		31		115
Western Australia		418		58		63		232								23
TOTAL 2013		1,168		91		184		232		311		54		233		99

(1) Total ilmenite, including ilmenite internally integrated with slag and synthetic rutile.

(2) “Other” includes staurolite, activated carbon and slag fines.

Heavy Mineral Deposit Geology and Mining Operations

Deposits of heavy mineral sands are concentrations of abrasion-resistant sand of high density (conventionally above 2.9 gm/cm³) that are commercial sources of titanium, zirconium, rare earths, chromium, garnet, magnetite, niobium-tantalum, thorium, tungsten, and gemstones. Heavy mineral sand deposits containing commercial quantities and concentrations of titanium oxide minerals, ilmenite, rutile, and zircon are a distinct class of ore deposit, inclusive of all ore deposits currently mined or contemplated for mining.

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

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Namakwa Sands, Western Cape, South Africa

Tronox Namakwa Sands extracts HM from two open-cut mines on the semi-arid Atlantic coastal plain (Namaqualand Coastal Plain) near Brand se Baai, 92 kilometers northwest of Vredendal and approximately 380 kilometers north of Cape Town in the Western Cape Province, South Africa. The integrated mine-mineral separation-smelting operation originally commissioned by Anglo American in 1993-1994 was acquired by Exxaro Resources Ltd in 2007 and is now 74% owned by Tronox. Past mining plus current reserves total approximately 1 billion MT of ore, with over 30 years remaining in the life-of-mine plan.

The Namakwa West mine involves stripping of near-surface Red Aeolian Sand (“RAS”) ore, followed by dry mining of the deeper, internally-variable “Orange Feldspathic Sand.” The Namakwa East mine is a relatively shallow strip mine exclusively in the RAS ore. Current mine production combined from the West and East mines exceeds 20 million MT per annum with the West mining rate about twice that of the East mine.

The Namakwa HM reserves are hosted by paleo-dune sands and underlying, younger strandline HM placers. The general dimensions of the overall Namakwa deposit are approximately 15 kilometers in a northeasterly direction, with a width of up to four kilometers and variable thicknesses of mineralization. The bulk of the Namakwa HM reserves are hosted by a compound paleo-dune complex composed of unconsolidated sand that was re-worked from a massive amount of sediment eroded primarily from the granulite gneiss of the Namaqualand Metamorphic Complex, which bounds the southern margin of the Kaapvaal Craton. “Granulite” refers to extreme temperatures and pressures during metamorphism, resulting in extensive recrystallization of the original rock chemistry that at Namakwa results in a diverse assemblage of HM. The HM and their host sediments were repetitively weathered out of the source rocks, transported by fluvial systems to the coast, then concentrated along marine strandlines that favored northwest-facing J-shaped bays. A minor portion of the Namakwa deposit consists of ancient shoreline heavy mineral placers, but the bulk of the deposit accumulated in a large, heavy mineral-enriched aeolian dune complex.

The bulk of the ore mined at Namakwa Sands is from a thick accumulation of orange-yellow terrestrial facies sand known as the “Orange Feldspathic Sand” (“OFS”), in a 14 x 4 kilometer zone elongate in a northeast direction from the modern Atlantic Coast. The OFS is arbitrarily subdivided into two economic domains separated by the bitumen road that separates the West and East ore bodies. The heavy mineral assemblage in the OFS is diverse and variable, with a significant percentage of non-VHM at a deposit-wide VHM: THM average of about 51:49. Total HM grades tend to be higher toward the base of the OFS, but the mineralized section matures upward with a higher VHM to THM ratio.

Ore is determined by overall VHM grades and high ratios of zircon, and the OFS is divided in the Namakwa resource model into three sub-units based on zircon grades and continuity. Mining conditions in the OFS are adversely affected by discontinuous layers of interstitial cement from silica, calcium and/or magnesium, or “duripan.” The duripan layers, including a single, relatively continuous layer termed “Dorbank,” are interpreted as paleosols or interstitial precipitates at various depths from alkali-saturated ground water, facilitated by microbial activity.

The RAS overlies the OFS, to which it is subordinate in volume, but is significantly mineralized. The RAS forms a sheet-like layer of aeolian sand over an approximate area of 17,000 hectares (42,000 acres), interpreted as a complex of multiple strand line deposits and a backshore dune field. It is characterized by relatively high heavy mineral grades, but with wide VHM:THM variations.

The RAS is currently the only ore unit mined in the East mine, but the LoMP involves a transition from RAS mining to OFS mining in the East mine. The combined thickness of RAS and OFS mineralization reaches up to 40 meters.

Additional heavy mineral concentrations in modern strandlines and foredunes are termed Recent Emergent Terraces (“RET”). Mineralized RET and OFS within 300-500 meters of high-tide are excluded from the Namakwa HM reserves, as they currently fall within an environmental exclusion zone.

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Composition of VHM at Namakwa is heterogeneous and complex, and the diversity of both VHM and non-VHM is a challenge to efficient mineral separation. The non-valuable HM fraction is dominated by garnet and pyroxene, with accessory kyanite, monazite, magnetite, hematite, chromite, corundum, cassiterite, hornblende, marcasite, Ce-florencite, baddeyellite, rhodonite, tourmaline, staurolite, spinel, and titanite. Namakwa ilmenite exhibits a range of titanium to iron ratios that reflect the original variability in titanium-iron oxide HM derived from the basement source rocks.

KZN Sands, KwaZulu-Natal Province, Republic of South Africa

KZN Sands operations include the now-depleted Hillendale mine and the future Fairbreeze mine, currently under construction, 20 kilometers and 45 kilometers, respectively, southwest of Richards Bay, KwaZulu-Natal Province, South Africa. HMC from the future Fairbreeze mine will be trucked approximately 40 kilometers to the Empangeni mineral processing facility, which consists of a mineral separation plant for concentration of ilmenite, rutile and zircon, and a dual electric-arc furnace smelter for production of titanium slag and pig iron from ilmenite.

Hydraulic mining techniques employed successfully at the Hillendale mine will be used at Fairbreeze to disaggregate the ore via high-pressure hydraulic mining into a sump from which the ore slurry is pumped to a nearby land-based primary wet plant for heavy mineral concentration. HMC is de-watered by hydrocyclones prior to transport to Empangeni, where dry magnetic, electrostatic and wet gravity separation techniques will be used to produce zircon and high-TiO₂ mineral concentrates, at full annual capacities of approximately 60,000 MT zircon, 30,000 MT rutile plus leucoxene, and 600,000 MT ilmenite smelter feed.

Like elsewhere on the eastern coast of South Africa, crude ilmenite concentrate from KZN Sands contains discrete grains of chromite inherited from volcanic rocks of the Karoo system. The chromite is removed from the ilmenite process stream by roasting and magnetic separation, and the ilmenite is then fed to two 36MW DC-electric arc furnaces at the Empangeni smelter. The Empangeni furnaces, commissioned in 2003-2004 by Ticor SA, a predecessor company to Exxaro Resources, are of a novel design in the titanium industry. The capacity of the Empangeni smelter at full output is approximately 220,000 MT slag and 120,000 MT low-manganese pig iron (LMPI).

The paleo-dunes that host KZN Sands’ mineral reserves are part of a Pliocene-Pleistocene-Holocene “dune corridor” developed along the Natal coastline. Local modifications from tectonic uplift, repetitive sediment deposition and erosion cycles, and eustatic sea levels have shaped the modern coastline.

The Fairbreeze heavy mineral sand deposits are hosted by a NNE-trending compound strandline/paleo-dune complex approximately two kilometers inland from the modern coastline, extending southward for about 10 kilometers from the town of Mtunzini. The deposit is hosted by fine-grained sand and silt of the Pliocene Berea Red Sands, which acquired a distinctive red coloration from oxidation and degradation of iron-bearing minerals.

Dissection of the Fairbreeze dune topography by local rivers and streams has led to division of the deposit into five discrete bodies, mapped as Fairbreeze A, B, C, C-Extension and D. The Fairbreeze heavy mineral grades average above 5% THM, of which VHM is above 60%. Fairbreeze grades are somewhat more heterogeneous than at Hillendale.

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Ilmenite in the heavy mineral sand deposits of the Richards Bay region of KwaZulu-Natal is believed to have been derived from basement source rocks of the Kaapvaal Craton, the Natal Metamorphic Province and the Karoo volcanic rocks of Mozambique and South Africa. Rutile and zircon are primarily liberated from the Natal Metamorphic Province. Titanium-iron oxide minerals, including ilmenite of variable chemical composition, magnetite, and hematite occur in basement rocks and younger sedimentary sequences, suggesting a complicated history of erosion, transport and selective sorting.

KZN Sands Fairbreeze Heavy Mineral Sand Deposit and Infrastructure

Northern Operations, Tronox Western Australia

The Cooljarloo mine, which commenced mining in 1989, is approximately 17 kilometers north of Cataby and approximately 170 kilometers north of Perth, Western Australia. HM concentrates from Cooljarloo are transported by truck to a metallurgical complex at Chandala. The combined mining-mineral processing at Cooljarloo and Chandala are the “Northern Operations” component of an integrated mine-to-pigment supply chain that includes our TiO₂ pigment plant at Kwinana, an industrial port city south of Perth. Synthetic rutile is the primary feedstock to the Kwinana pigment plant. Excess high-grade TiO₂ feedstock can be stockpiled at Kwinana or exported, either to other Tronox pigment manufacturing facilities or to external customers. Zircon and titanium concentrates are exported from bulk terminals at Kwinana, Bunbury, or other ports in Western Australia.

Both dredge and dry mining methods are used to extract more than 20 million MT of ore per year from a mining lease covering over 9,700 hectares. Approximately 15 million MT of heavy mineral concentrates have been produced from the Cooljarloo mine, which is expected to be decommissioned around 2025-2030. The dredge, or “south” mine consists of two floating dredges of approximate capacities of 1800 and 350 MT per hour, respectively, that are connected to a common floating “wet plant,” from which gravity-separated heavy mineral concentrates (HMC) are pumped to a stockpile for truck transport to Chandala. Overburden from the dredge mine is mined by a contractor and stockpiled for use in our rehabilitation program. Cooljarloo “North” is a dry mine from which mining scrapers excavate and transport ore to a land-based primary concentration plant to produce HMC.

A site-wide expansion was implemented in 2012 to offset decreasing ore grades at Cooljarloo, where combined ore mining capacity is now approximately 3500 MT per hour. A strategic goal for Tronox Western Australia is to sustain HMC production and ilmenite feed to the Chandala SR plant beyond 2020. An exploration program has been active for several years in the vicinity of the Cooljarloo mine to identify either higher-grade, dry mineable deposits or larger, dredgeable deposits. A dry mining definitive feasibility study has been completed at the Dongara project, approximately 150 kilometers north of the Cooljarloo mining complex. The approximately 3.3 million MT of in situ heavy mineral reserves at Dongara are included in five separate Quaternary-age strandline HM deposits elongated in a north-northwesterly direction. Tronox intends to systematically develop Dongara as Cooljarloo ore is progressively depleted from 2015 onward.

The Chandala mineral separation plant has a capacity of approximately 750,000 MT per year HMC feed. The single kiln SR facility at the Chandala metallurgical complex has a current capacity of 225,000 MT per year SR, and an expansion to approximately 282,000 MT per year is under review. Cooljarloo HMC feed is of exceptional quality, with more than 75% VHM on average, and an ilmenite averaging over 60% TiO₂ and other characteristics that make it an ideal feedstock to the Becher-SR process employed at

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Chandala. Natural rutile, two grades of leucoxene, and two grades of zircon are produced at Chandala are transported to Bunbury or other Western Australia ports for export.

Our current annual product range in Western Australia includes: over 400,000 MT of ilmenite; 35,000 MT of rutile; 20,000 MT of leucoxene; 55,000 MT of zircon; 10,000 MT of staurolite; 225,000 MT of synthetic rutile; 18,000 MT of activated carbon (a by-product of synthetic rutile production); and, 135,000 MT of TiO₂ pigment.

The Cooljarloo heavy mineral district is located on the northern Swan Coastal Plain 160-200 kilometers north of Perth. The district includes the Cooljarloo HMS mine, the Jurien HM property and several active exploration projects operated by Tronox and others to the north, south, and west of the current Cooljarloo mine. The Perth Basin is a deep trough nearly 1,000 kilometers long that averages about 65 kilometers in width, filled with sedimentary rocks. The total thickness of the Phanerozoic succession may exceed 15,000 meters. The eastern margin of the Perth Basin is bounded over most of its length by the Darling Fault, which represents the eastern edge of a rift zone that facilitated the separation of India from Australia during the break-up of Gondwana, the pre-historic super-continent. The fault separates the Yilgarn Block on the east from the Perth Basin on the west, where nearly continuous sedimentation from the Jurassic Period onward filled the rift. The Swan Coastal Plain in the Cooljarloo area is a narrow strip about 25 kilometers between the modern coastline and the Gingin Scarp, a regional escarpment in the North Perth Basin.

The general locations for the Cooljarloo and Dongara deposits are shown below:

The Gingin Scarp, like the Darling and Whicher Scarps in the South Perth Basin, was a major control for deposition of heavy mineral-rich near-shore, wave-cut terraces during transgressive, interglacial peaks in the Late Pliocene-Early Pleistocene era. The Cooljarloo deposit spans a 3 to 4 kilometers swath of about 15 northwest-trending, sub-parallel heavy mineral strands over a distance of about 40 kilometers. The HM deposits were concentrated in near-shore and shoreline deposits.

Item 3. Legal Proceedings

Refer to Notes 18 and 27 of Notes to Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

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

Market for our Class A ordinary shares and Holders of Record

Our Class A ordinary shares (“Class A Shares”) began trading on the New York Stock Exchange on June 18, 2012 under the symbol “TROX.” There is no public trading market for our Class B ordinary shares (“Class B Shares”), which are held by Exxaro. On June 26, 2012, the Board of Directors of Tronox Limited (the “Board”) approved a 5-to-1 share split for holders of our Class A Shares and Class B Shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All dividends and share prices have been adjusted to reflect the 5-to-1 share split.

The following table sets forth, for the fiscal quarters indicated, the high and low sales prices per share of our Class A Shares, and the dividends declared, from June 18, 2012 through December 31, 2013.

	Sales Price				Dividends per Share
	High		Low
2013
Fourth quarter	$	24.99	$	20.75	$	0.25
Third quarter	$	26.99	$	19.00	$	0.25
Second quarter	$	23.97	$	18.52	$	0.25
First quarter	$	21.90	$	18.15	$	0.25
2012
Fourth quarter	$	24.12	$	14.12	$	0.25
Third quarter (1)	$	27.43	$	20.40	$	0.25
Second quarter (since June 18, 2012)	$	35.00	$	23.40	$	—

(1) On June 26, 2012, the Board declared a quarterly dividend of $1.25 per share, on a pre-split basis, to holders of our Class A Shares and Class B Shares, which was paid on August 13, 2012 to shareholders of record at the close of business on July 13, 2012.

As of January 31, 2014, there were approximately 495 holders of record of Tronox Limited’s Class A Shares. This does not include the shareholders that hold shares in “street-name” through banks or broker-dealers.

Tronox Incorporated

In connection with the Transaction, Tronox Incorporated shareholders received one Class A Share of Tronox Limited and $12.50 in cash for each share of Tronox Incorporated common stock.

The following table sets forth, for the fiscal quarters indicated, the high and low sales prices per share of Tronox Incorporated’s Class A common shares, and the dividends declared, prior to the Transaction on June 15, 2012. All share prices have been adjusted to reflect the 5-to-1 share split, effective July 26, 2012.

	Sales Price				Dividends per Share
	High		Low
2012
Second quarter (through June 15, 2012)	$	38.00	$	29.35	$	—
First quarter	$	35.20	$	23.60	$	—

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Item 6. Selected Financial Data

The following table sets forth selected historical financial data for the periods indicated. The statement of operations data and supplemental information for the year ended December 31, 2013 reflect the consolidated operating results of Tronox Limited. The statement of operations data and supplemental information for the year ended December 31, 2012 reflect the consolidated operating results of Tronox Incorporated prior to June 15, 2012, and, from June 15, 2012 through December 31, 2012, reflect the consolidated operating results of Tronox Limited. The statement of operations data and the supplemental information for the eleven months ended December 31, 2011, one month ended January 31, 2011, and years ended December 31, 2010 and 2009 reflect the consolidated operating results of Tronox Incorporated. The balance sheet data at December 31, 2013 and 2012 relate to Tronox Limited, and at December 31, 2011, 2010, and 2009 relate to Tronox Incorporated. This information should be read in conjunction with our Consolidated Financial Statements (including the notes thereto) and our “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Successor									Predecessor
	Year Ended December 31,						Eleven Months Ended December 31,			One Month Ended January 31,			Year Ended December 31,
	2013			2012			2011			2011			2010			2009
	(Millions of U.S. Dollars, except share and per share data)
Statement of Operations Data:
Net Sales	$	1,922		$	1,832		$	1,543		$	108		$	1,218		$	1,070
Gross Profit		190			264			439			25			222			138
Selling, general and administrative expenses		(187	)		(239	)		(152	)		(5	)		(59	)		(72	)
Litigation/arbitration settlement		—			—			10			—			—			—
Provision for environmental remediation and restoration, net of reimbursements (1)		—			—			5			—			47			—
Other (2)		—			—			—			—			—			(40	)
Income from Operations		3			25			302			20			210			26
Interest and debt expense (3)		(130	)		(65	)		(30	)		(3	)		(50	)		(36	)
Gain on bargain purchase		—			1,055			—			—			—			—
Reorganization income (expense)		—			—			—			613			(145	)		(10	)
Other income (expense)		66			(7	)		(10	)		2			(8	)		(11	)
Income (Loss) from Continuing Operations before Income Taxes		(61	)		1,008			262			632			7			(31	)
Income tax benefit (provision)		(29	)		125			(20	)		(1	)		(2	)		2
Income (Loss) from Continuing Operations		(90	)		1,133			242			631			5			(29	)
Income (Loss) from discontinued operations, net of income tax benefit (provision)		—			—			—			—			1			(10	)
Net Income (Loss)	$	(90	)	$	1,133		$	242		$	631		$	6		$	(39	)
Income (loss) attributable to noncontrolling interest		36			(1	)
Net income (loss) attributable to Tronox Limited	$	(126	)	$	1,134
Earnings (Loss) from Continuing Operations per Share (4):
Basic	$	(1.11	)	$	11.37		$	3.22		$	15.28		$	0.11		$	(0.70	)
Diluted	$	(1.11	)	$	11.10		$	3.10		$	15.25		$	0.11		$	(0.70	)
Balance Sheet Data:
Working capital (5)	$	2,290		$	1,706		$	488		$	458		$	483		$	489
Total assets	$	5,699		$	5,511		$	1,657		$	1,091		$	1,098		$	1,118
Long-term debt (6)	$	2,413		$	1,615		$	421		$	421		$	421		$	423
Total equity	$	2,437		$	2,882		$	752		$	(654	)	$	(630	)	$	(613	)
Supplemental Information:
Depreciation, depletion and amortization expense	$	333		$	211		$	79		$	4		$	50		$	53
Capital expenditures	$	172		$	166		$	133		$	6		$	45		$	24
Dividends per share	$	1.00		$	0.50		$	—		$	—		$	—		$	—

(1) In 2010, Tronox Incorporated recorded receivables from its insurance carrier related to environmental clean-up obligations at the Henderson facility, for which such obligations had been recorded in 2008 and prior years.

(2) Includes restructuring charges of $17 million primarily the result of plant idling and a net loss on deconsolidation of an operating subsidiary of $24 million, offset by a gain on the sale of land of $1 million in 2009.

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(3) During the one month ended January 31, 2011 and the years ended December 31, 2010 and 2009, interest expense excludes $3 million, $33 million and $32 million, respectively, which would have been payable under the terms of the $350 million 9.5% senior unsecured notes, which was not accrued while Tronox Incorporated was in bankruptcy in accordance with ASC 852, Reorganizations (“ASC 852”).

(4) On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of our Class A ordinary shares and Class B ordinary shares. All references to number of shares and per share data in the Successor’s consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 19 of Notes to Consolidated Financial Statements.

(5) Working capital is defined as the excess (deficit) of current assets over current liabilities.

(6) In 2009, the $350 million senior unsecured notes were reclassified to “Liabilities Subject to Compromise” on the Consolidated Balance Sheets.

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

The following discussion and analysis should be read in conjunction with the information contained in Tronox Limited’s audited Consolidated Financial Statements for the years ended December 31, 2013 and 2012, eleven months ended December 31, 2011, and one month ended January 31, 2011, and the related notes thereto. This discussion contains forward-looking statements that involve risks and uncertainties, and actual results could differ materially from those discussed in the forward-looking statements as a result of numerous factors. See “Special Note Regarding Forward-Looking Statements.”

Executive Overview

We are a global leader in the production and marketing of titanium bearing mineral sands and titanium dioxide pigment (“TiO₂”). We are the third largest global producer and marketer of TiO₂ manufactured via chloride technology, as well as the third largest global producer of titanium feedstock and a leader in global zircon production. We have operations in North America, Europe, South Africa, and the Asia-Pacific region. We operate three TiO₂ facilities at the following locations: Hamilton, Mississippi; Botlek, The Netherlands; and Kwinana, Western Australia, representing approximately 465,000 metric tons of annual TiO₂ production capacity. Additionally, we operate three separate mining operations: KwaZulu-Natal (“KZN”) Sands located in South Africa, Namakwa Sands located in South Africa and Cooljarloo Sands located in Western Australia, which have a combined annual production capacity of approximately 753,000 metric tons of titanium feedstock and approximately 265,000 metric tons of zircon.

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

The Mineral Sands segment includes the exploration, mining, and beneficiation of mineral sands deposits. These operations produce titanium feedstock, including chloride slag, slag fines, and rutile, as well as zircon and pig iron. Titanium feedstock is used primarily to manufacture TiO₂. Zircon is a mineral which is primarily used as an opacifier in ceramic glazes for tiles, plates, dishes, and industrial products. Pig iron is a metal material used in the steel and metal casting industries to create wrought iron, cast iron, and steel.

The Pigment segment primarily produces and markets TiO_2, which is used in a wide range of products due to its ability to impart whiteness, brightness, and opacity. TiO₂ is used extensively in the manufacture of paint and other coatings, plastics and paper, and in a wide range of other applications, including inks, fibers, rubber, food, cosmetics, and pharmaceuticals. Moreover, it is a critical component of everyday consumer applications due to its superior ability to cover or mask other materials effectively and efficiently relative to alternative white pigments and extenders. We believe that, at present, TiO₂ has no effective substitute because no other white pigment has the physical properties for achieving comparable opacity and brightness or can be incorporated in a cost-effective manner.

Acquisition of Mineral Sands Business

Because we believed that becoming vertically integrated would benefit us by assuring our access to critical supply, retaining our cash and margin, and enabling general operating flexibility, we acquired a global producer of mineral sands with production facilities and sales and marketing presence strategically positioned throughout the world. Specifically, we acquired 74% of Exxaro Resources Ltd.’s (“Exxaro”) South African mineral sands operations, including its Namakwa and KZN Sands mines, separation and slag furnaces, along with its 50% share of the Tiwest Joint Venture in Western Australia (together the “mineral sands business”) (the “Transaction”). On June 15, 2012, the date of the Transaction (the “Transaction Date”), the existing business of Tronox Incorporated was combined with the mineral sands business under Tronox Limited. As of the Transaction Date, we own 100% of the operations formerly operated by the Tiwest Joint Venture.

Emergence from Chapter 11

In connection with its emergence from bankruptcy, Tronox Incorporated applied fresh-start accounting under Accounting Standards Codification (“ASC”) 852, Reorganizations (“ASC 852”) as of January 31, 2011. Accordingly, the financial information of Tronox Incorporated set forth in this Form 10-K, unless otherwise expressly set forth or as the context otherwise indicates, reflects the consolidated results of operations and financial condition on a fresh-start basis for the period beginning February 1, 2011 (“Successor”), and on a historical basis for the period through January 31, 2011 (“Predecessor”).

Recent Developments

Dividends Declared — On February 25, 2014, the Board of Directors declared a quarterly dividend of $0.25 per share to holders of our Class A ordinary shares (“Class A Shares”) and Class B ordinary shares (“Class B Shares”) at the close of business on March 10, 2014, totaling $29 million, which will be paid on March 24, 2014. During 2013, we paid dividends of $115 million. See Note 19 of Notes to Consolidated Financial Statements.

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Liquidation of Non-operating Subsidiaries — During 2013, we completed the liquidation of two non-operating subsidiaries: Tronox (Luxembourg) Holdings S.a.r.l., and Tronox Luxembourg S.a.r.l. As such, we recognized a net noncash gain from the realization of cumulative translation adjustments of $24 million, which was recorded in “Other income (expense)” on the Consolidated Statements of Operations. See Note 5 of Notes to Consolidated Financial Statements.

Term Loan — On March 19, 2013, we entered into an Amended and Restated Credit and Guaranty Agreement (the “Amended and Restated Credit Agreement”). Pursuant to the Amended and Restated Credit Agreement, we obtained a $1.5 billion senior secured term loan (the “Term Loan”), which matures on March 19, 2020. See Note 15 of Notes to Consolidated Financial Statements.

Extinguishment of Debt — On February 28, 2013, we repaid the outstanding principal balance of $149 million, plus interest, related to the $150 million Senior Secured Delayed Draw Term Loan (the “Senior Secured Delayed Draw Term Loan”). See Note 15 of Notes to Consolidated Financial Statements.

Business Environment

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

The price of pigment in all regions globally has shown considerable volatility over the last several years with annual global average pricing moving up more than 50% between 2010 and 2012 and down as much as 21% in 2013. We believe this price volatility was caused largely by excessive inventory levels that were built up at various points in the supply chain, which were initially at our customers, then at ourselves and other pigment producers and finally at feedstock suppliers. Essentially no new production was introduced in the chloride pigment market in 2012 or 2013, and little new sulphate pigment was added to the market outside China in the same period. Sales volumes at the end of 2013 appeared to be back to normal levels. We expect prices to continue to be affected by surplus inventories at pigment suppliers, which we believe are almost back to normal levels, and the high-grade feedstock providers, which we believe will trend back towards normal levels through 2014.

Our integration plan is on track to deliver the material cost advantages it gives us. The vertical integration of titanium feedstock and TiO₂ production provides us with a secure and cost competitive supply of high grade titanium feedstock over the long term. Our ability to supply all of the feedstock that our pigment operations require enables us to balance our consumption and sales in ways that we believe our competitors cannot. Beginning in the second quarter of 2013, all Pigment segment feedstock purchases were from the Mineral Sands segment. As a result, during 2013, we canceled , at our option and without penalty, contracts with two external ore suppliers. For the year ended December 31, 2013, approximately 97% of our total ore purchases were from our Mineral Sands segment.

We operate in highly competitive markets, and face competition not only from chloride process pigment producers, but also sulphate process pigment producers. Moreover, because transportation costs are minor relative to the cost of our product, there is also some competition between products produced in one region versus products produced in another region.

The demand for TiO₂ during a given year is subject to seasonal fluctuations. Because TiO₂ is widely used in paint and other coatings, titanium feedstock is in higher demand prior to the painting season in the Northern Hemisphere (spring and summer), and pig iron is in lower demand during the European summer holidays, when many steel plants and foundries undergo maintenance. Zircon generally is a non-seasonal product but is negatively impacted by the winter and Chinese New Year celebrations due to reduced zircon demand from China.

The financial condition and results of operations of our operating entities in The Netherlands and South Africa are reported in foreign currencies and then converted into U.S. dollars at the applicable exchange rates for inclusion in our consolidated financial statements. As a result, any volatility of the U.S. dollar against these foreign currencies creates uncertainty and may have a positive or negative impact on operating results and balance sheet. Foreign currency effects appear in our financial statements in a few ways. First, through translation, the impact is embedded in each line item of the financial statements, with the offsetting impact in cumulative translation adjustments in “Accumulated other comprehensive income (loss)” on the Consolidated Balance Sheets. Secondly, the remeasurement of non-functional currency monetary assets and liabilities are reported in “Other income (expense)” in the Consolidated Statements of Operations. During 2013, the U.S. dollar strengthened approximately 19% and 15% against the South African Rand and the Australian dollar, respectively, while weakening slightly against the Euro.

We are uniquely tax-advantaged by the following factors:

• Tax loss carryforwards totaling $3 billion of U.S. federal and state, and foreign net operating losses;

• Interest expense deductions of $2 billion over ten years resulting from U.S. borrowing activity, subject to an annual taxable income limitation; and,

• Favorable ruling in December 2013 in the Anadarko litigation of from $5 billion to $14 billion. The ruling is subject to further revision based on damage calculations, appeal rights for Anadarko, and any future tax benefits are not realizable until environmental costs expended. As a result, subject to a final damages determination by the court and potential appeal, Tronox Limited should be entitled to tax deductions equal to the amount spent by the trusts to remediate environmental matters and to compensate the injured individuals. These deductions will accrue over the life of the trusts as the funds received by the judgment are spent. We believe that these expenditures and the accompanying tax deductions may continue for decades.

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These tax-advantaged factors are not currently recognized as assets on our balance sheet, but create opportunities for our operations to benefit for years to come.

Going forward, we will continue to review strategic opportunities both in the U.S. and in foreign jurisdictions. We believe we bring a strong set of attributes to the table in either an acquisition or a business combination. As such, we will continue to seek opportunities to realize those value creating attributes, whether it is in a single transaction with a large party, or a series of transactions to expand our portfolio.

Consolidated Results of Operations

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

	Year Ended December 31,
	2013			2012			Change
	(Millions of U.S. dollars)
Net Sales	$	1,922		$	1,832		$	90
Cost of goods sold		1,732			1,568			164
Gross Profit		190			264			(74	)
Selling, general and administrative expenses		(187	)		(239	)		52
Income from Operations		3			25			(22	)
Interest and debt expense		(130	)		(65	)		(65	)
Gain on bargain purchase		—			1,055			(1,055	)
Other income (expense)		66			(7	)		73
Income (Loss) before Income Taxes		(61	)		1,008			(1,069	)
Income tax benefit (provision)		(29	)		125			(154	)
Net Income (Loss)	$	(90	)	$	1,133		$	(1,223	)

Net sales for 2013 increased 5% from 2012 primarily due to the impact of the acquired businesses of $273 million and higher volumes of $294 million, partially offset by lower selling prices and mix of $480 million. Substantially higher volumes were achieved in both our Mineral Sands business and our Pigment business, while selling prices were decidedly lower in both businesses. During 2013, the effect of changes in foreign currency positively impacted net sales by $3 million.

Cost of goods sold increased 10% compared to prior year which principally reflects the impact of the acquired business of $191 million and higher volumes in both the pigment and mineral sands businesses of $206 million, partially offset by $184 million due to favorable year-over-year impact of noncash amortization of inventory step-up and unfavorable ore sales contracts liability, favorable currency translation of $34 million and other lower costs of $15 million.

During 2013, our gross profit decreased to 10% of net sales as compared to 14% of net sales in 2012. The decrease was principally due to lower selling prices offset partially by lower ore and production costs and by a favorable change in mix. During 2013 and 2012, net noncash depreciation, depletion and amortization of $159 million and $75 million, respectively, as a result of purchase accounting impacted the gross profit by 8% and 4%, respectively.

Selling, general and administrative expenses decreased 22% in 2013 compared to 2012. The net decrease during 2013 compared to 2012 is primarily due to one-time costs incurred in connection with the acquisition of the Mineral Sands business in 2012 of $94 million, which were comprised of transfer taxes of $37 million, share-based compensation expense of $21 million, and other transaction costs and severance of $36 million. This decrease was offset by increases of $36 million in employee costs, professional services, and spending related to corporate initiatives during 2013. Also during 2013, the acquired business contributed an incremental $6 million to our total selling, general and administrative costs, compared to the same period in 2012.

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The increase in interest and debt expense is primarily attributable to interest expense on the $900 million aggregate principal amount of 6.375% senior notes due 2020 (the “Notes”) and the Term Loan, as detailed below:

	Year Ended December 31,
	2013		2012		Change
	(Millions of U.S. dollars)
Notes	$	57	$	21	$	36
Term Loan		54		—		54
Term Facility		6		29		(23	)
Other		13		15		(2	)
Total	$	130	$	65	$	65

The change in other income (expense) is primarily attributable to a gain on foreign currency exchange rates of $39 million in 2013 compared to a loss of $8 million in 2012 due to a strengthening U.S. dollar as compared to the South African Rand and Australian dollar, as well as a net noncash gain of $24 million related to the realization of cumulative translation adjustments on the liquidation of two non-operating subsidiaries and increased interest income of $6 million, partially offset by a $4 million loss on the early extinguishment of debt.

The negative effective tax rate for 2013 differs from the Australian statutory rate of 30% primarily due to withholding tax accruals, valuation allowances in various jurisdictions, and income in foreign jurisdictions taxed at rates different than 30%. The negative effective tax rate for 2012 differs from the Australian statutory tax rate of 30% as a result of the release of a valuation allowance in a foreign jurisdiction and as a consequence of re-domiciling certain subsidiaries in Australia. Additionally, 2012 was impacted by continued valuation allowances in the United States and income in foreign jurisdictions taxed at rates lower than 30%, and the gain on bargain purchase which was recorded net of the financial tax impact and is not subject to income tax in any jurisdiction.

Operations Review of Segment Revenue and Profit

Net Sales

	Year Ended December 31,
	2013			2012			Change
	(Millions of U.S. dollars)
Mineral Sands segment	$	1,103		$	760		$	343
Pigment segment		1,169			1,246			(77	)
Corporate and Other		128			128			—
Eliminations		(478	)		(302	)		(176	)
Net Sales	$	1,922		$	1,832		$	90

Mineral Sands segment

Net sales during 2013 increased 45% compared to the same periods in 2012 primarily due to the acquired business which contributed an incremental $461 million during 2013 versus 2012. Volumes also increased by $177 million. These factors were offset by lower selling prices of $291 million. Minerals Sands selling prices declined across most product lines, especially zircon and titanium feedstock (which includes a portion sold to our pigments business). Minerals sales volumes were higher most notably for zircon and slag fines to external customers. Additionally, during 2013, we experienced increased shipments of titanium feedstock to our pigments business, as we achieve full internal sourcing. During 2013, the effect of changes in foreign currency negatively impacted mineral sands net sales by $4 million.

Pigment segment

Pigment segment net sales decreased 6% during 2013 as compared to 2012 primarily due to a decrease in selling prices and mix of $304 million, offset by higher volumes of $220 million. The volume impact reflects increased shipments to the Asia-Pacific, European and North American regions. Lower prices in the pigment business primarily resulted from softening market demand in late 2011 and early 2012, which accelerated in the latter half of 2012 and into early 2013. Pricing remained relatively constant throughout 2013. During 2013, the effect of changes in foreign currency translation positively impacted pigment net sales by $7 million.

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Corporate and Other

Corporate and Other includes our electrolytic and other chemical products business. Net sales remained flat during 2013 as compared to 2012, as increased sales of electrolytic manganese dioxide (“EMD”) were essentially offset by lower sales of other product lines within this business.

Eliminations

Eliminations include the impact of transactions between our segments, principally sales from our Mineral Sands business to our Pigment business. The elimination in 2013 was significantly higher than 2012 principally due to incremental sales of $188 million from the acquired Mineral Sands business. Lower selling prices for synthetic rutile and titanium slag were essentially offset by higher volumes of the same products.

Income (Loss) from Operations

	Year Ended December 31,
	2013			2012			Change
	(Millions of U.S. dollars)
Mineral Sands segment	$	238		$	156		$	82
Pigment segment		(179	)		57			(236	)
Corporate and Other		(70	)		(139	)		69
Eliminations		14			(49	)		63
Income (Loss) from Operations		3			25		$	(22	)
Interest and debt expense		(130	)		(65	)
Gain on bargain purchase		—			1,055
Other income (expense)		66			(7	)
Income (Loss) before Income Taxes		(61	)		1,008
Income tax benefit (provision)		(29	)		125
Net Income (Loss)	$	(90	)	$	1,133

Mineral Sands segment

During 2013, income from operations increased 53% compared to 2012. The acquired businesses contributed an incremental $123 million to segment income from operations during 2013. The remaining decrease of $41 million during 2013 was primarily attributable to a $291 million decrease in selling prices offset by lower costs of $107 million, higher volumes of $95 million, and favorable currency translation of $48 million. Cost of goods sold includes a net credit of $32 million in 2013 related to purchase accounting adjustments for inventory step-up and unfavorable contract amortization compared to a net noncash charge $137 million in 2012.

Pigment segment

During 2013, income from operations decreased over 100% compared to 2012, which was primarily driven by lower selling prices and mix of $303 million, offset partially by lower ore and production costs.

Corporate and Other

During 2013, Corporate and Other improved by $69 million compared to prior year. The improvement is attributable to one-time costs associated with the acquisition of the Mineral Sands business of $94 million in 2012, which are offset by increases in professional services and spending related to corporate initiatives and to a slightly higher loss from operations of the electrolytic and other chemical products business during 2013.

Eliminations

The net impact from operations in Eliminations reflects the change of the profit in inventory sold from our Mineral Sands business that is still held in inventory by our Pigment business at the end of the period. The benefit in 2013 versus 2012 principally reflects the lower margins of our Mineral Sands products which reflect lower selling prices.

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Year Ended December 31, 2012 Compared to the Combined Twelve Month Period Ended December 31, 2011

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Change
	(Millions of U.S. dollars)
Net Sales	$	1,832		$	1,543		$	108		$	181
Cost of goods sold		1,568			1,104			83			381
Gross Profit		264			439			25			(200	)
Selling, general and administrative expenses		(239	)		(152	)		(5	)		(82	)
Litigation/arbitration settlement		—			10			—			(10	)
Provision for environmental remediation and restoration, net of reimbursements		—			5			—			(5	)
Income from Operations		25			302			20			(297	)
Interest and debt expense		(65	)		(30	)		(3	)		(32	)
Gain on bargain purchase		1,055			—			—			1,055
Reorganization income		—			—			613			(613	)
Other income (expense)		(7	)		(10	)		2			1
Income before Income Taxes		1,008			262			632			114
Income tax benefit (provision)		125			(20	)		(1	)		146
Net Income	$	1,133		$	242		$	631		$	260

All references to 2011 refer to the combined twelve month period ended December 31, 2011, which includes the Successor period and the Predecessor period, unless otherwise indicated.

Net sales for 2012 increased 11% from 2011. During 2012 and 2011, 68% and 86%, respectively, of our net sales were generated from our Pigment business_. The increase in net sales for 2012 reflects the impact of the acquired businesses, higher selling prices in all of our businesses, partially offset by lower sales volumes. The acquired businesses contributed $524 million to consolidated net sales during 2012. Higher prices resulted from a strong market in early-to-mid 2011 and the carryover of price increases from 2011. As market demand softened in late 2011 and early 2012, we began to experience price erosion which accelerated in the latter half of 2012. During 2012, sales volumes declined in both the Mineral Sands and Pigment businesses due to simultaneous market weakness in China, Europe, and North America. Foreign currency exchange rates negatively impacted net sales by $25 million during 2012 as compared to 2011.

Cost of goods sold increased 32% compared to prior year which reflects the inclusion of the acquired business, higher Pigment costs, primarily for raw materials and chemical products, as well as higher per unit costs due to lower capacity utilization during 2012, partially offset by a decrease in sales volumes. Cost of goods sold for 2012 includes $152 million of net non-cash amortization of inventory step-up and unfavorable ore sales contracts liability as a result of our purchase price allocation. During 2012, we reduced Pigment production volumes in response to decreased sales volumes. Unfavorable exchange rate changes increased cost of sales by $52 million in 2012 as compared to 2011.

Our gross profit decreased to 14% of net sales as compared to 28% of net sales in 2011. Noncash amortization of $152 million as a result of purchase accounting impacted the 2012 gross profit by 8%, with the remainder primarily due to higher costs and lower sales volumes, partially offset by higher selling prices.

Selling, general and administrative expenses increased 52% in 2012 compared to 2011. During 2012, the acquired business accounted for approximately $20 million of our total selling, general and administrative costs. The remaining increase is primarily attributable to one-time costs incurred in connection with the acquisition of the Mineral Sands business of $94 million, comprised of transfer taxes of $37 million and other transaction costs and severance of $36 million, as well as share-based compensation awards of $21 million.

The increase in interest and debt expense is primarily attributable to interest expense on the Notes, the asset based lending facilities and the Term Facility, as well as an increase in the amortization of deferred debt issuance costs. Interest expense related to the Notes was $21 million during 2012. Interest expense related to the Term Facility was $29 million during 2012 versus $30 million in 2011. Amortization of deferred debt issuance costs and discount on debt increased $9 million during 2012 due to refinancing of the Wells Revolver. In connection with obtaining the Term Facility, we incurred debt issuance costs of $17 million, of which $5 million was paid in 2011 and $12 million was paid in 2012. We also incurred $17 million of issuance costs in connection with the Notes.

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The acquisition of the Mineral Sands business resulted in a one-time gain on bargain purchase of $1,055 million, which was based on the estimated fair value of the assets and liabilities assumed.

We recognized reorganization income of $613 million during 2011 relating to a $659 million gain recognized due to implementation of fresh-start accounting and the discharge of debt and satisfaction of claims, partially offset by $46 million of reorganization expenses including legal and professional fees, claims adjustments and other fees related to a $185 million rights offering and debt financing.

The negative effective tax rate for 2012 differs from the Australian statutory tax rate of 30% as a result of the release of a valuation allowance in a foreign jurisdiction and as a consequence of re-domiciling certain subsidiaries in Australia. Because the Australian tax laws provide for a resetting of the tax basis of the business assets to market value, we recorded a tax benefit related to this market value basis adjustment. The overall tax benefit from this basis adjustment was partially offset by a valuation allowance established for the portion of the tax benefit which we believe will not be realized. Because this basis change did not pertain to an entity acquired in the Transaction, this net tax benefit was recorded through tax expense and did not impact our gain on bargain purchase. Additionally, 2012 was impacted by continued valuation allowances in the United States and income in foreign jurisdictions taxed at rates lower than 30%, and the gain on bargain purchase which was recorded net of the financial tax impact and is not subject to income tax in any jurisdiction.

The effective tax rates for the eleven-month period ended December 31, 2011 differs from the U.S. statutory rate of 35% primarily due to valuation allowances in the United States and income in foreign jurisdictions taxed at rates lower than 35%. In the one month ended January 31, 2011, the effective tax rate for the period differs from the U.S. statutory rate of 35% primarily due to fresh-start adjustments, which were recorded net of tax. Additionally, the one-month period effective tax rate was impacted by valuation allowances in multiple jurisdictions and income in foreign jurisdictions taxed at rates lower than 35%.

Operations Review of Segment Revenue and Profit

Net Sales

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Change
	(Millions of U.S. dollars)
Mineral Sands segment	$	760		$	160		$	8		$	592
Pigment segment		1,246			1,327			89			(170	)
Corporate and Other		128			133			14			(19	)
Eliminations		(302	)		(77	)		(3	)		(222	)
Net Sales	$	1,832		$	1,543		$	108		$	181

Mineral Sands segment

Net sales during 2012 increased more than 100% compared to the same periods in 2011 due to the acquired business which, on a segment basis, contributed $489 million in revenue for the period since the acquisition. The remaining increase was primarily comprised of a $125 million increase in sales prices, offset by a $22 million decrease in sales volumes. Mineral Sands sales prices, primarily rutile used in the production of TiO₂, increased as a result of strong global demand during the period when forward pricing was negotiated. Synthetic rutile price per metric ton increased more than 149% during 2012 as compared to 2011, while the natural rutile price per metric ton increased approximately 176% during 2012, as compared to 2011. Mineral Sands volumes decreased during 2012 due to slowing global demand for TiO₂ in 2012. Rutile volumes decreased approximately 45% during 2012, while the zircon volumes decreased approximately 30% during 2012.

Pigment segment

Pigment segment net sales decreased 12% during 2012, as compared to 2011. The decrease is primarily due to a $295 million in lower sales volumes, partially offset by a $152 million increase in selling prices. Changes in foreign currency rates negatively impacted net sales by $25 million.

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Corporate and Other

Corporate and Other includes our Electrolytic business. Electrolytic net sales were essentially flat from year to year with higher selling prices for sodium chlorate offsetting lower volumes of the same product. The overall decrease from 2011 to 2012 is related to the transfer of the sulfuric acid business to an environmental trust upon emergence from bankruptcy.

Eliminations

Eliminations include the impact of transactions between our segments, principally sales from our Mineral Sands business to our Pigment business. The elimination in 2012 was significantly higher than 2011 principally due to incremental sales resulting from the acquired Mineral Sands business and to a lesser extent, higher selling prices.

Income from Operations

	Successor						Predecessor
	Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Change
	(Millions of U.S. dollars)
Mineral Sands segment	$	156		$	42		$	2		$	112
Pigment segment		57			323			20			(286	)
Corporate and Other		(139	)		(54	)		(1	)		(84	)
Eliminations		(49	)		(9	)		(1	)		(39	)
Income from operations		25			302			20		$	(297	)
Interest and debt expense		(65	)		(30	)		(3	)
Other income (expense)		(7	)		(10	)		2
Gain on bargain purchase		1,055			—			—
Reorganization income		—			—			613
Income before Income Taxes		1,008			262			632
Income tax benefit (provision)		125			(20	)		(1	)
Net Income	$	1,133		$	242		$	631

Mineral Sands segment

During 2012, income from operations increased more than 100% compared to 2011. The increase is attributable to the acquired business which contributed $8 million to segment income from operations during 2012. The remaining net increase of $104 million during 2012 is primarily attributable to the $125 million increase in selling prices, as discussed above. Cost of goods sold in the Mineral Sands segment in 2012 includes $136 million related to noncash amortization of inventory step-up and unfavorable ore sales contracts liability as a result of our purchase price allocation.

Pigment segment

During 2012, income from operations decreased 83% compared to 2011, which was primarily driven by higher costs, specifically for feedstock ores and other chemicals of $352 million, and lower sales volumes of $86 million, partially offset by the higher pricing of $152 million discussed above. Pigment segment cost of goods sold during 2012 includes $16 million of noncash inventory step-up amortization due to our purchase price allocation.

Corporate and Other

The decrease is primarily attributable to higher selling general and administrative costs of $58 million and a litigation/arbitration settlement of $10 million in 2011. Selling, general and administrative expenses increased primarily due to one-time costs incurred in connection with the acquisition of the Mineral Sands business of $94 million, comprised of transfer taxes of $37 million and other transaction costs and severance of $36 million, as well as share-based compensation awards of $21 million.

Eliminations

The net impact from operations in Eliminations reflects the change of the profit in inventory sold from our Mineral Sands business that are still held in inventory by our Pigment business at the end of the period. The charge in 2012 principally reflects the increase in volumes due to the acquired Mineral Sands business, and to a lesser extent, higher margins of our Mineral Sands products which are primarily attributable to higher selling prices versus 2011.

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Non-U.S. GAAP Financial Measures

EBITDA and Adjusted EBITDA, which are used by management to measure performance, are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Management believes that EBITDA is useful to investors, as it is commonly used in the industry as a means of evaluating operating performance. We do not intend for these non-U.S GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. Because other companies may calculate EBITDA and Adjusted EBITDA differently than we do, EBITDA and Adjusted EBITDA, as presented herein, may not be comparable to similarly titled measures reported by other companies.

Management believes these non-U.S. GAAP financial measures:

• Reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results;

• 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 non-recurring in nature;

• Assist investors in assessing our compliance with financial covenants under our debt instruments; and,

• Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results.

The following table reconciles net income to EBITDA and Adjusted EBITDA for the periods presented:

	Successor								Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
	(Millions of U.S. dollars)
Net income (loss)	$	(90	)	$	1,133		$	242	$	631
Interest and debt expense, net of interest income		122			63			29		3
Income tax provision (benefit)		29			(125	)		20		1
Depreciation, depletion and amortization expense		333			211			79		4
EBITDA		394			1,282			370		639
Share-based compensation		17			32			14		—
Amortization of inventory step-up and unfavorable ore sales contracts liability		(32	)		152			—		—
Net gain on liquidation of non-operating subsidiaries		(24	)		—			—		—
Gain on bargain purchase		—			(1,055	)		—		—
Transaction and financial statement restatement costs (1)		—			73			39		—
Fresh-start accounting and reorganization items (2)		—			—			36		(613	)
Unrealized and intercompany foreign currency remeasurement		(20	)		6			7		(1	)
Other items (3)		27			13			2		(1	)
Adjusted EBITDA	$	362		$	503		$	468	$	24

(1) During 2012, transaction costs consist of costs associated with the acquisition of the mineral sands business, including banker fees, legal and professional fees, as well as costs associated with the preparation and amending of the registration statement on Form S-4 filed with the Securities and Exchange Commission in connection with the Transaction and costs associated with the integration of the mineral sands business that occurred after the closing of the Transaction. During the eleven months ended December 31, 2011, transaction costs and financial statement restatement costs include expenses related to the Transaction, fresh-start accounting fees, costs associated with restating Tronox Incorporated’s environmental reserves, and the auditing of the historical financial statements. Costs associated with the Transaction include legal and professional fees related to due diligence and transaction advice as well as investment banking fees.

(2) Includes cash and non-cash related charges incurred related to the Chapter 11 bankruptcy proceedings such as contract termination fees, prepetition obligations, debtor-in-possession financing costs, and legal and professional fees.

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(3) Includes noncash pension and postretirement costs, accretion expense, severance expense, asset write-offs, and other non-recurring items.

Financial Condition and Liquidity

The following table provides information for the analysis of our historical financial condition and liquidity:

	December 31,
	2013		2012
	(Millions of U.S. dollars)
Cash and cash equivalents	$	1,478	$	716
Total assets	$	5,699	$	5,511
Total long-term debt	$	2,413	$	1,615
Working capital (1)	$	2,290	$	1,706
Net debt (2)	$	935	$	929

(1) Represents excess of current assets over current liabilities.

(2) Represents excess of debt over cash and cash equivalents.

Our total liquidity at December 31, 2013 was $1,774 million, which was comprised of $210 million available under the $300 million UBS Revolver (as defined below), $86 million available under the ABSA Revolver (as defined below), and $1,478 million in cash and cash equivalents. At December 31, 2013, we had $25 million in letters of credit issued against the UBS Revolver.

At December 31, 2013, we held $1,478 million in cash and cash equivalents in these respective jurisdictions: $775 million in Europe, $318 million in Australia, $218 million in the United States, and $167 million in South Africa. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries.

Tronox Limited has foreign subsidiaries with positive undistributed earnings at December 31, 2013. We have made no provision for deferred taxes related to these undistributed earnings because they are considered to be indefinitely reinvested in the foreign jurisdictions

The use of our cash includes servicing our interest and debt repayment obligations, making pension contributions and funding capital expenditures for innovative initiatives, productivity enhancements and maintenance and safety requirements.

Capital Resources

Short-Term Debt

We have a $300 million global senior secured asset-based syndicated revolving credit facility with UBS AG (the “UBS Revolver”) and a R900 million (approximately $86 million at December 31, 2013) revolving credit facility with ABSA Bank Limited acting through its ABSA Capital Division (the “ABSA Revolver”). As of December 31, 2013, we had not drawn on either revolver. At December 31, 2013, we had outstanding letters of credit, bank guarantees and performance bonds of approximately $45 million, of which $25 million in letters of credit were issued against the UBS Revolver and $18 million were bank guarantees issued by ABSA.

See Note 15 of Notes to Consolidated Financial Statements for additional information related to our short-term and long-term debt.

Debt Covenants

As of and for the year ended December 31, 2013, we were in compliance with all our debt covenants. See Note 15 of Notes to Consolidated Financial Statements for additional information related to our debt covenants.

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Cash Flows

The following table presents cash flow for the periods indicated:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
	(Millions of U.S. dollars)
Net cash provided by (used in) operating activities	$	337		$	118		$	263		$	(283	)
Net cash used in investing activities		(171	)		(52	)		(132	)		(6	)
Net cash provided by (used in) financing activities		614			490			(35	)		208
Effect of exchange rate changes on cash		(18	)		6			(3	)		—
Net increase (decrease) in cash and cash equivalents	$	762		$	562		$	93		$	(81	)

Cash Flows from Operating Activities —The source of funds during 2013 was primarily attributable to a decrease in inventory offset by cash used in operations. The source of funds during 2012 was primarily attributable to positive operating results and the collection of accounts receivable, partially offset by increased inventories. The source of funds in the eleven month period ended December 31, 2011 reflects the strong operating performance during 2011 as pricing increased throughout the year, while the use of funds during the one month ended January, 31, 2011, reflects our emergence from bankruptcy, including the funding of the environmental and tort trusts, the payment of claims and professional fees in cash, and clearance of our liabilities subject to compromise.

Cash Flows from Investing Activities — The use of funds for all periods presented is primarily attributable to capital expenditure purchases. Capital expenditures during 2013, 2012, the eleven months ended December 31, 2011 and the one month ended January 31, 2011 were $172 million, $166 million, $133 million and $6 million, respectively. Additionally, during 2012, capital expenditures were offset by net cash received in the Transaction of $114 million. Capital expenditures for 2014 are expected to be approximately $250 million.

Cash Flows from Financing Activities—Net cash provided by financing activities during 2013 was primarily attributable to cash proceeds from borrowings, slightly offset by cash used in the repayment of debt, payment of debt issuance costs, and dividends paid. During 2013, we refinanced our Senior Secure Term Facility with the Term Loan resulting in cash inflows of $945 million, which was offset by a $149 million repayment of the Senior Secured Delayed Draw Term Loan, a $29 million repayment of the ABSA Revolver, $8 million of principal repayments on the Term Loan, and repayments of other debt of $3 million. Additionally, during 2013 we paid dividends of $115 million and debt issuance costs of $29 million.

During 2012, cash used included merger consideration paid and Class A share repurchases. Cash used in the eleven months ended December 31, 2011 is primarily attributable to the repayment of debt and payment of debt issuance costs, slightly offset by cash proceeds from borrowings. Net cash received in the one month ended January 31, 2011 is primarily attributable to proceeds from the rights offering, as well as cash proceeds from borrowings.

Contractual Obligations

The following table sets forth information relating to our contractual obligations as of December 31, 2013:

	Contractual Obligation Payments Due by Year (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)	$	3,254	$	147	$	290	$	284	$	2,533
Purchase obligations (2)		858		253		263		182		160
Operating leases		104		43		39		16		6
Asset retirement obligations		96		7		11		5		73
Total	$	4,312	$	450	$	603	$	487	$	2,772

(1) We calculated the Term Loan interest at a base rate of 1% plus a margin of 3.5%. See Note 15 of Notes to Consolidated Financial Statements.

(2) Includes obligations to purchase requirements of process chemicals, supplies, utilities and services. We have various purchase commitments extending through 2028 for materials, supplies, and services entered into in the ordinary course of business.

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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 2014. 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 above excludes contingent obligations, as well as any possible payments for uncertain tax positions and payments pursuant to our tax receivable agreement, given the inability to estimate the possible amounts and timing of any such payments. See Note 6 of Notes to Consolidated Financial Statements.

(4) The table above excludes commitments pertaining to our pension and other postretirement obligations. See Note 22 of Notes to Consolidated Financial Statements.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions regarding matters that are inherently uncertain and that ultimately affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. The estimates and assumptions are based on management’s experience and understanding of current facts and circumstances. These estimates may differ from actual results. Certain of our accounting policies are considered critical as they are both important to reflect our financial position and results of operations and require significant or complex judgment on the part of management. The following is a summary of certain accounting policies considered critical by management.

Inventory

Pigment inventories are stated at the lower of actual cost or market, net of allowances for obsolete and slow-moving inventory. The cost of finished goods inventories is determined using the first-in, first-out method. Carrying values include material costs, labor, and associated indirect manufacturing expenses. Costs for materials and supplies, excluding ore, are determined by average cost to acquire. Raw materials are carried at actual cost. Mineral Sands inventories are stated at a weighted-average cost of production. We periodically review the cost of our inventory in comparison to its net realizable value. We also periodically review our inventory for obsolescence (inventory that is no longer marketable for its intended use). In either case, we record any write-down equal to the difference between the cost of inventory and its estimated net realizable value based on assumptions about alternative uses, market conditions and other factors.

Long-Lived Assets

Key estimates related to long-lived assets (property, plant and equipment, mineral leaseholds, and intangible assets) include useful lives, recoverability of carrying values, and the existence of any retirement obligations. As a result of future decisions, such estimates could be significantly modified. The estimated useful lives of property, plant and equipment range from three to forty years, and depreciation is recognized on a straight-line basis. Useful lives are estimated based upon our historical experience, engineering estimates, and industry information. These estimates include an assumption regarding periodic maintenance and an appropriate level of annual capital expenditures to maintain the assets. Mineral leaseholds are depreciated over their useful lives as determined under the units of production method. Intangible assets with finite useful lives are amortized on the straight-line basis over their estimated useful lives. The amortization methods and remaining useful lives are reviewed quarterly.

We evaluate the recoverability of the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, we assess whether the projected undiscounted cash flows of our long-lived assets are sufficient to recover the existing unamortized cost of our long-lived assets. If the undiscounted projected cash flows are not sufficient, we calculate the impairment amount by discounting the projected cash flows using our weighted-average cost of capital. The amount of the impairment is written off against earnings in the period in which the impairment is determined.

Asset Retirement Obligations

To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at our credit-adjusted risk-free interest rate. No market-risk premium has been included in our calculation of ARO balances since we can make no reliable estimate. Our consolidated financial statements classify accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” on the Consolidated Statements of Operations.

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We used the following assumptions in determining asset retirement obligations associated with mine closure and rehabilitation costs:

• inflation rates 2.5%-5.3% per year;

• credit adjusted risk-free interest rate of 4.52%-7%; and,

• life of mines of 11-39 years at December 31, 2013.

Income Taxes

We have operations in several countries around the world and are subject to income and similar taxes in these countries. The estimation of the amounts of income tax involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings and uncertain tax positions. Although we believe our tax accruals are adequate, differences may occur in the future, depending on the resolution of pending and new tax matters.

Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. We periodically assess the likelihood that we will be able to recover our deferred tax assets, and reflect any changes in our estimates in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss) as appropriate. ASC 740, Income Taxes, requires that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded.

The amount of income taxes we pay are subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments. Our estimate for the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions, and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized.

Pension and Postretirement Benefits

We provide pension and postretirement healthcare benefits for qualifying employees worldwide. These plans are accounted for and disclosed in accordance with ASC 715, Compensation—Retirement Benefits.

U.S. Plans

The following are considered significant assumptions related to our retirement and postretirement healthcare plans, with a brief description of the methodology used by management to develop the significant assumptions included below:

Discount Rate — The discount rates selected for both U.S. plans to determine 2013 and 2012 net periodic cost were 3.75% and 4.50%, respectively. The discount rates selected for estimating the actuarial present value of the benefit obligations of both U.S. plans were 4.50% and 3.75% as of December 31, 2013 and 2012, respectively. These 2013 and 2012 valuation rates were selected based on the results of a cash flow matching analysis, which projected the expected cash flows of the plans using a yield curves model developed from a universe of Aa-graded U.S. currency corporate bonds (obtained from Bloomberg) with at least $50 million outstanding. Bonds with features that imply unreliable pricing, a less than certain cash flow, or other indicators of optionality are filtered out of the universe. The remaining universe is categorized into maturity groups, and within each of the maturity groups yields are ranked into percentiles.

Expected Return on Plan Assets —In forming the assumption of the U.S. retirement plan’s long-term rate of return on plan assets, we took into account the expected earnings on funds already invested, earnings on contributions expected to be received in the current year, and earnings on reinvested returns. The long-term rate of return estimation methodology for U.S. plans is based on a capital asset pricing model using historical data and a forecasted earnings model. An expected return on plan assets analysis is performed which incorporates the current portfolio allocation, historical asset-class returns and an assessment of expected future performance using asset-class risk factors.

Health Care Cost Trend Rates — At December 31, 2013, the assumed health care cost trend rates used to measure the expected cost of benefits covered by the U.S. postretirement healthcare plan were 8% in 2014, gradually declining to 5% in 2020 and thereafter. A 1% increase in the assumed health care cost trend rate for each future year would increase the accumulated postretirement benefit obligation at December 31, 2013 by $2 million, while the aggregate of the service and interest cost components of the 2013 net periodic postretirement cost would increase by less than $1 million. A 1% decrease in the

47

trend rate for each future year would reduce the accumulated benefit obligation at December 31, 2013 by $1 million and decrease the aggregate of the service and interest cost components of the net periodic postretirement cost for 2013 by less than $1 million.

Foreign Benefit Plans

We currently provide a defined benefit retirement plan (funded) for qualifying employees in The Netherlands. The various assumptions used and the attribution of the costs to periods of employee service are fundamental to the measurement of net periodic cost and pension obligations associated with the retirement plans. The following are considered significant assumptions related to our Netherlands retirement plan:

Discount Rate — The discount rates selected for The Netherlands plan to determine 2013 and 2012 net periodic cost were 3.5% and 5.25%, respectively. The discount rates selected for estimating the actuarial present value of the benefit obligation of The Netherlands plan was 3.5% at both December 31, 2013 and 2012, which is based on long-term Euro corporate bond index rates that correlate with anticipated cash flows associated with future benefit payments.

Expected Long-term Rate of Return — The expected long-term rate of return assumptions for The Netherlands plan of 4.75% and 5.25% at December 31, 2013 and 2012, respectively, were developed considering the portfolio mix and country-specific economic data that includes the expected long-term rates of return on local government and corporate bonds.

Rate of Compensation Increases — We determine our rate of compensation assumptions based on our long-term plans for compensation increases specific to employee groups covered. At both December 31, 2013 and 2012, the rate of compensation increases for The Netherlands plan was 3.5%.

Recent Accounting Pronouncements

See Note 4 of Notes to Consolidated Financial Statements for recently issued accounting pronouncements.

Environmental Matters

We are subject to a broad array of international, federal, state, and local laws and regulations relating to safety, pollution, protection of the environment, and the generation, storage, handling, transportation, treatment, disposal, and remediation of hazardous substances and waste materials. In the ordinary course of business, we are subject to frequent environmental inspections and monitoring, and occasional investigations by governmental enforcement authorities. Under these laws, we are or may be required to obtain or maintain permits or licenses in connection with our operations. In addition, under these laws, we are or may be required to remove or mitigate the effects on the environment of the disposal or release of chemical, petroleum, low-level radioactive and other substances at our facilities. We may incur future costs for capital improvements and general compliance under environmental, health, and safety laws, including costs to acquire, maintain, and repair pollution control equipment. Environmental laws and regulations are becoming increasingly stringent, and compliance costs are significant and will continue to be significant in the foreseeable future. There can be no assurance that such laws and regulations or any environmental law or regulation enacted in the future is not likely to have a material effect on our business. We are in compliance with applicable environmental rules and regulations in all material respects. Currently, we do not have any outstanding notices of violations or orders from regulatory agencies.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market, credit, operational, and liquidity risks in the normal course of business, which are discussed below. We manage these risks through normal operating and financing activities and, when appropriate, through the use of derivative instruments. We do not invest in derivative instruments for speculative purposes, but historically have entered into, and may enter into, derivative instruments for hedging purposes in order to reduce the exposure to fluctuations in interest rates, natural gas prices and exchange rates.

Commodity Price Risk

A substantial portion of our products and raw materials are commodities that reprice as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to vary with changes in the business cycle, and may do so in the near term as ore prices and pigment prices are expected to fluctuate over the next few years. We try to protect against such instability through various business strategies. These include provisions in sales contracts allowing us to pass on higher raw material costs through timely price increases and formula price contracts to transfer or share commodity price risk.

Credit Risk

A significant portion of our liquidity is concentrated in trade accounts receivable that arise from sales of TiO₂ and titanium feedstock to customers in the TiO₂ industry. The industry concentration has the potential to impact our overall exposure to credit risk,

48

either positively or negatively, in that our customers may be similarly affected by changes in economic, industry or other conditions. We perform ongoing credit evaluations of our customers and use credit risk insurance policies from time to time, as deemed appropriate, to mitigate credit risk but generally do not require collateral. In addition, due to our international operations, we are subject to potential trade restrictions and sovereign risk in certain countries we operate in. We maintain allowances for potential credit losses based on historical experience. During 2013, our ten largest pigment customers and ten largest third-party mineral sands customers represented approximately 27% and 13%, respectively, of net sales; however, no single customer accounted for more than 10% of total net sales.

Interest Rate Risk

Our exposure to interest rate risk is minimized by the fact that our $1.5 billion of floating rate debt includes a Libor floor of 1%. As such, Libor would need to increase from the rate in effect at December 31, 2013 to greater than 1% before our borrowing rate would increase. Using a sensitivity analysis as of December 31, 2013, a hypothetical 1% increase in interest rates would result in an increase to pre-tax income of approximately $11 million on an annualized basis. This is due to the fact that earnings on our floating rate financial assets of $1.5 billion at December 31, 2013 would increase by the full 1% while the interest expense on our floating rate debt would increase by less than the full 1%.

Foreign Exchange Risk

We manufacture and market our products in a number of countries throughout the world and, as a result, are exposed to changes in foreign currency exchange rates, particularly in Australia, South Africa, and The Netherlands. The exposure is more prevalent in South Africa and Australia as the majority of revenues are earned in U.S. dollars while expenses are primarily incurred in local currencies. The foreign exchange risk in Europe however, is partially mitigated as the majority of revenues and expenses are in the same local currency creating a partially natural hedge. Since we are exposed to movements in the South African Rand and the Australian Dollar versus the U.S. dollar, we have, from time to time, entered into forward contracts to buy and sell foreign currencies as “economic hedges” for these foreign currency transactions. See Note 17 of Notes to Consolidated Financial Statements.

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Item 8. Financial Statements and Supplementary Data

	Page No.
Tronox Limited Audited Annual Financial Statements
Management’s Report on Internal Controls Over Financial Reporting		51
Reports of Independent Registered Public Accounting Firm		52
Consolidated Statements of Operations for the Years Ended December  31, 2013 and 2012, Eleven Months Ended December 31, 2011 and One Month Ended January 31, 2011		54
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December  31, 2013 and 2012, Eleven Months Ended December 31, 2011 and One Month Ended January 31, 2011		55
Consolidated Balance Sheets at December 31, 2013 and 2012		56
Consolidated Statements of Cash Flows for the Years Ended December  31, 2013 and 2012, Eleven Months Ended December 31, 2011 and One Month Ended January 31, 2011		57
Consolidated Statements of Shareholders’ Equity for the Years Ended December  31, 2013 and 2012, Eleven Months Ended December 31, 2011 and One Month Ended January 31, 2011		58
Notes to Consolidated Financial Statements		59

50

MANAGEMENT’S REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING

Management of Tronox Limited and its subsidiaries is responsible for establishing and maintaining adequate internal controls over financial reporting. Internal controls over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Our internal controls over financial reporting include those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management assessed the effectiveness of our internal controls over financial reporting as of December 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 1992 Internal Control-Integrated Framework. Based on management’s assessment and those criteria, management believes that the Company maintained effective internal controls over financial reporting as of December 31, 2013.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our independent registered public accounting firm, Grant Thornton LLP, audited our internal controls over financial reporting as of December 31, 2013 as stated in their report which appears under “Reports of Independent Registered Public Accounting Firm.”

51

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Tronox Limited

We have audited the accompanying consolidated balance sheets of Tronox Limited and subsidiaries (the Company) as of December 31, 2013 and 2012 (Successor), and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for the years ended December 31, 2013 and 2012 (Successor), the eleven months ended December 31, 2011 (Successor) and the one month ended January 31, 2011 (Predecessor). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tronox Limited and subsidiaries as of December 31, 2013 and 2012 (Successor), and the results of its operations and its cash flows for the years ended December 31, 2013 and 2012 (Successor), the eleven months ended December 31, 2011 (Successor) and the one month ended January 31, 2011 (Predecessor) in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 and 27 to the consolidated financial statements, Tronox Incorporated and certain of its subsidiaries (“Predecessor”) filed voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code on January 12, 2009. Material conditions to the Company’s Plan of Reorganization were resolved on January 26, 2011 and the Company subsequently emerged from bankruptcy protection. In connection with its emergence from bankruptcy, the Company adopted the guidance for fresh start accounting in accordance with FASB Accounting Standards Codification 852, Reorganizations, as of January 31, 2011.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in the 1992 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2014 expressed an unqualified opinion.

/s/ Grant Thornton LLP

Oklahoma City, Oklahoma

February 27, 2014

52

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Tronox Limited

We have audited the internal control over financial reporting of Tronox Limited and subsidiaries (the Company) as of December 31, 2013, based on criteria established in the 1992 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in the 1992 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended December 31, 2013, and our report dated February 27, 2014 expressed an unqualified opinion on those financial statements.

/s/ Grant Thornton LLP

Oklahoma City, Oklahoma

February 27, 2014

53

TRONOX LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Millions of U.S. dollars, except share and per share data)

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31 , 2011			One Month Ended January 31, 2011
Net Sales	$	1,922		$	1,832		$	1,543		$	108
Cost of goods sold		1,732			1,568			1,104			83
Gross Profit		190			264			439			25
Selling, general and administrative expenses		(187	)		(239	)		(152	)		(5	)
Litigation/arbitration settlement		—			—			10			—
Environmental remediation and restoration reimbursements, net		—			—			5			—
Income from Operations		3			25			302			20
Interest and debt expense		(130	)		(65	)		(30	)		(3	)
Gain on bargain purchase		—			1,055			—			—
Reorganization income		—			—			—			613
Other income (expense)		66			(7	)		(10	)		2
Income (Loss) before Income Taxes		(61	)		1,008			262			632
Income tax benefit (provision)		(29	)		125			(20	)		(1	)
Net Income (Loss)		(90	)		1,133			242			631
Net income (loss) attributable to noncontrolling interest		36			(1	)		—			—
Net Income (Loss) attributable to Tronox Limited	$	(126	)	$	1,134		$	242		$	631
Earnings (Loss) per Share, Basic and Diluted (1):
Basic	$	(1.11	)	$	11.37		$	3.22		$	15.28
Diluted	$	(1.11	)	$	11.10		$	3.10		$	15.25
Weighted Average Shares Outstanding (in thousands):
Basic		113,416			98,985			74,905			41,311
Diluted		113,416			101,406			78,095			41,399

(1) On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor’s consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 19 for additional information regarding the share split.

See notes to consolidated financial statements.

54

TRONOX LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Millions of U.S. dollars)

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Net Income (Loss)	$	(90	)	$	1,133		$	242		$	631
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(289	)		11			(6	)		1
Retirement and postretirement plans:
Actuarial gains (losses), net of taxes of $1 million in 2013, $7 million in 2012 and $2 million in 2011		25			(48	)		(51	)		—
Amortization of unrecognized actuarial losses, net of taxes of less than $1 million in 2013		2			—			—			—
Prior service credit, net of taxes of $1 million in 2013		3			—			—			—
Amortization of prior service credit, net of taxes of less than $1 million in 2011		—			—			—			(1	)
Other comprehensive loss		(259	)		(37	)		(57	)		—
Total Comprehensive Income (Loss)	$	(349	)	$	1,096		$	185		$	631
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income (loss)		36			(1	)		—			—
Foreign currency translation adjustments		(70	)		1			—			—
Comprehensive loss attributable to noncontrolling interest		(34	)		—			—			—
Comprehensive Income (Loss) Attributable to Tronox Limited	$	(315	)	$	1,096		$	185		$	631

See notes to consolidated financial statements.

55

TRONOX LIMITED

CONSOLIDATED BALANCE SHEETS

(Millions of U.S. dollars, except share and per share data)

	December 31,
	2013			2012
ASSETS
Current Assets
Cash and cash equivalents	$	1,478		$	716
Accounts receivable, net of allowance for doubtful accounts		308			391
Inventories		759			914
Prepaid and other assets		61			38
Deferred tax assets		47			114
Total Current Assets		2,653			2,173
Noncurrent Assets
Property, plant and equipment, net		1,258			1,423
Mineral leaseholds, net		1,216			1,439
Intangible assets, net		300			326
Long-term deferred tax assets		192			91
Other long-term assets, net		80			59
Total Assets	$	5,699		$	5,511
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	164		$	189
Accrued liabilities		146			209
Short-term debt		—			30
Long-term debt due within one year		18			10
Income taxes payable		28			24
Deferred tax liabilities		7			5
Total Current Liabilities		363			467
Noncurrent Liabilities
Long-term debt		2,395			1,605
Pension and postretirement healthcare benefits		148			176
Asset retirement obligations		90			106
Long-term deferred tax liabilities		204			222
Other long-term liabilities		62			53
Total Liabilities		3,262			2,629
Contingencies and Commitments
Shareholders’ Equity
Tronox Limited Class A ordinary shares, par value $0.01 — 64,046,647 shares issued and 62,349,618 shares outstanding at December 31, 2013 and 63,394,298 shares issued and 62,103,989 shares outstanding at December 31, 2012		1			1
Tronox Limited Class B ordinary shares, par value $0.01 — 51,154,280 shares issued and outstanding at December 31, 2013 and 2012		—			—
Capital in excess of par value		1,448			1,429
Retained earnings		1,073			1,314
Accumulated other comprehensive loss		(284	)		(95	)
Total Shareholders’ Equity		2,238			2,649
Noncontrolling interest		199			233
Total Equity		2,437			2,882
Total Liabilities and Equity	$	5,699		$	5,511

See notes to consolidated financial statements.

56

TRONOX LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Millions of U.S. dollars)

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Cash Flows from Operating Activities:
Net income (loss)	$	(90	)	$	1,133		$	242		$	631
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization		333			211			79			4
Deferred income taxes		33			(162	)		4			1
Share-based compensation expense		17			32			14			—
Amortization of deferred debt issuance costs and discount on debt		9			10			1			—
Pension and postretirement healthcare benefit expense		9			6			5			—
Gain on bargain purchase		—			(1,055	)		—			—
Other noncash items affecting net income (loss)		(57	)		201			(7	)		—
Reorganization items:
Noncash reorganization items		—			—			—			(637	)
Cash paid for reorganization items		—			—			—			(31	)
Environmental and tort settlement funding		—			—			—			(286	)
Contributions to employee pension and postretirement plans		(6	)		(31	)		(8	)		—
Changes in assets and liabilities (net of effects of acquisition):
(Increase) decrease in accounts receivable		58			83			(58	)		(10	)
(Increase) decrease in inventories		75			(222	)		(64	)		(15	)
(Increase) decrease in prepaid and other assets		(17	)		16			28			36
Increase (decrease) in accounts payable and accrued liabilities		(11	)		(107	)		(28	)		24
Increase (decrease) in taxes payable		(25	)		2			26			—
Other, net		9			1			29			—
Cash provided by (used in) operating activities		337			118			263			(283	)
Cash Flows from Investing Activities:
Capital expenditures		(172	)		(166	)		(133	)		(6	)
Proceeds from the sale of assets		1			—			1			—
Net cash received in acquisition of minerals sands business		—			114			—			—
Cash used in investing activities		(171	)		(52	)		(132	)		(6	)
Cash Flows from Financing Activities:
Repayments of debt		(189	)		(585	)		(45	)		—
Proceeds from borrowings		945			1,707			14			25
Debt issuance costs and commitment fees		(29	)		(38	)		(5	)		(2	)
Dividends paid		(115	)		(61	)		—			—
Proceeds from the exercise of warrants and options		2			1			1			—
Merger consideration		—			(193	)		—			—
Class A ordinary share repurchases		—			(326	)		—			—
Class A ordinary shares purchased for the Employee Participation Plan		—			(15	)		—			—
Proceeds from rights offering		—			—			—			185
Cash provided by (used in) financing activities		614			490			(35	)		208
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(18	)		6			(3	)		—
Net Increase (Decrease) in Cash and Cash Equivalents		762			562			93			(81	)
Cash and Cash Equivalents at Beginning of Period		716			154			61			142
Cash and Cash Equivalents at End of Period	$	1,478		$	716		$	154		$	61
Supplemental Cash Flow Information:
Interest paid	$	123		$	34		$	29		$	3
Income taxes paid	$	25		$	26		$	8		$	—

See notes to consolidated financial statements.

57

TRONOX LIMITED

CONSOLIDATED STATEMENTS OF EQUITY

(Millions of U.S. dollars)

	Tronox Limited Class A Ordinary Shares		Tronox Limited Class B Ordinary Shares		Tronox Incorporated Shares		Capital in Excess of par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Shares			Total Shareholders’ Equity			Non-controlling Interest			Total Equity
Successor: Balance at February 1, 2011	$	—	$	—	$	—	$	564		$	—		$	—		$	—		$	564		$	—		$	564
Net income		—		—		—		—			242			—			—			242			—			242
Other comprehensive loss		—		—		—		—			—			(57	)		—			(57	)		—			(57	)
Share-based compensation		—		—		—		14			—			—			(5	)		9			—			9
Shares withheld for claims		—		—		—		—			—			—			(7	)		(7	)		—			(7	)
Warrants exercised		—		—		—		1			—			—			—			1			—			1
Successor: Balance at December 31, 2011	$	—	$	—	$	—	$	579		$	242		$	(57	)	$	(12	)	$	752		$	—		$	752
Fair Value of noncontrolling interest on Transaction Date		—		—		—		—			—			—			—			—			233			233
Net income (loss)		—		—		—		—			1,134			—			—			1,134			(1	)		1,133
Other comprehensive income (loss)		—		—		—		—			—			(38	)		—			(38	)		1			(37	)
Merger consideration paid		—		—		—		(193	)		—			—			—			(193	)		—			(193	)
Issuance of Tronox Limited shares		—		—		—		1,370			—			—			—			1,370			—			1,370
Shares-based compensation		—		—		—		5			—			—			—			5			—			5
Shares purchased for the Employee Participation Plan		—		—		—		(15	)		—			—			—			(15	)		—			(15	)
Issuance of Tronox Limited shares in share-split		1		—		—		—			(1	)		—			—			—			—			—
Class A and Class B share dividends declared		—		—		—		—			(61	)		—			—			(61	)		—			(61	)
Tronox Limited Class A shares repurchased		—		—		—		(326	)		—			—			—			(326	)		—			(326	)
Warrants exercised		—		—		—		1			—			—			—			1			—			1
Tronox Incorporated share-based compensation		—		—		—		27			—			—			(7	)		20			—			20
Tronox Incorporated common shares vested/canceled		—		—		—		(19	)		—			—			19			—			—			—
Successor: Balance at December 31, 2012	$	1	$	—	$	—	$	1,429		$	1,314		$	(95	)	$	—		$	2,649		$	233		$	2,882
Net income (loss)		—		—		—		—			(126	)		—			—			(126	)		36			(90	)
Other comprehensive loss		—		—		—		—			—			(189	)		—			(189	)		(70	)		(259	)
Shares-based compensation		—		—		—		17			—			—			—			17			—			17
Class A and Class B share dividends declared		—		—		—		—			(115	)		—			—			(115	)		—			(115	)
Warrants and options exercised		—		—		—		2			—			—			—			2			—			2
Successor: Balance at December 31, 2013	$	1	$	—	$	—	$	1,448		$	1,073		$	(284	)	$	—		$	2,238		$	199		$	2,437

	Tronox Class A Common Shares		Tronox Class B Common Shares		Capital in Excess of par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Shares			Total Shareholders’ Equity
Predecessor: Balance at January 1, 2011	$	—	$	—	$	496		$	(1,128	)	$	9		$	(7	)	$	(630	)
Net income		—		—		—			631			—			—			631
Fresh-start reporting adjustments:
Elimination of predecessor shares, capital in excess of par value, and accumulated deficit		—		—		(496	)		497			(9	)		7			(1	)
Issuance of new shares		—		—		564			—			—			—			564
Predecessor: Balance at January 31, 2011	$	—	$	—	$	564		$	—		$	—		$	—		$	564

See notes to consolidated financial statements.

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TRONOX LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Millions of U.S. dollars, except share, per share and metric tons data or unless otherwise noted)

1. The Company

Tronox Limited and its subsidiaries (collectively referred to as “Tronox,” “we,” “us,” or “our”) is a public limited company registered under the laws of the State of Western Australia, Australia. We are a global leader in the production and marketing of titanium bearing mineral sands and titanium dioxide pigment (“TiO₂”). We have global operations in North America, Europe, South Africa, and Australia. We operate three TiO₂ facilities at the following locations: Hamilton, Mississippi; Botlek, The Netherlands; and Kwinana, Western Australia, and we operate three separate mining operations: KwaZulu-Natal (“KZN”) Sands and Namakwa Sands both located in South Africa, and Cooljarloo located in Western Australia.

Tronox Limited was formed on September 21, 2011 for the purpose of the Transaction (defined below). Prior to the completion of the Transaction, Tronox Limited was wholly-owned by Tronox Incorporated, and had no operating assets or operations. On September 25, 2011, Tronox Incorporated, a Delaware corporation formed on May 17, 2005 (“Tronox Incorporated”), entered into a definitive agreement (as amended, the “Transaction Agreement”) with Exxaro Resources Limited (“Exxaro”) and certain of its affiliated companies, to acquire 74% of Exxaro’s mineral sands operations, along with its 50% share of the Tiwest Joint Venture (the “Transaction”). On June 15, 2012, the date of the Transaction (the “Transaction Date”), the existing business of Tronox Incorporated was combined with the mineral sands business in an integrated series of transactions whereby Tronox Limited became the parent company in a tax inversion transaction.

Under the terms of the Transaction Agreement, Exxaro agreed that for a three-year period after the completion of the Transaction, it would not engage in any transaction or other action, that would result in its beneficial ownership of the voting shares of Tronox Limited exceeding 45% of the total issued shares of Tronox Limited. At December 31, 2013, Exxaro held approximately 44.4% of the voting securities of Tronox Limited.

2. Basis of Presentation

We are considered a domestic company in Australia and, as such, are required to report in Australia under International Financial Reporting Standards (“IFRS”). Additionally, as we are not considered a “foreign private issuer” in the United States, we are required to comply with the reporting and other requirements imposed by the U.S. securities law on U.S. domestic issuers, which, among other things, requires reporting under accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements included in this Form 10-K are prepared in conformity with U.S. GAAP. We publish our consolidated financial statements, in both U.S. GAAP and IFRS, in U.S. dollars.

The Consolidated Balance Sheets at December 31, 2013 and 2012 relate to Tronox Limited. The Consolidated Statement of Operations and the Consolidated Statement of Cash Flows for the year ended December 31, 2013 reflect the consolidated operating results of Tronox Limited. The Consolidated Statement of Operations and the Consolidated Statement of Cash Flows for the year ended December 31, 2012 reflect the consolidated operating results of Tronox Incorporated prior to June 15, 2012, and, from June 15, 2012 through December 31, 2012, reflect the consolidated operating results of Tronox Limited. The Consolidated Statements of Operations and the Consolidated Statements of Cash Flows for the eleven months ended December 31, 2011 and one month ended January 31, 2011 reflect the consolidated operating results of Tronox Incorporated.

Prior to the Transaction Date, Tronox Incorporated operated the Tiwest Joint Venture, located in Western Australia, with Exxaro Australia Sands Pty Ltd. Tronox Incorporated accounted for its share of the joint venture’s assets that were jointly controlled and its share of liabilities for which it was jointly responsible on a proportionate gross basis in its Consolidated Balance Sheet. Additionally, Tronox Incorporated accounted for the revenues generated from its share of the products sold, along with its share of the expenses on a gross basis in its Consolidated Statements of Operations through June 15, 2012. As of the Transaction Date, we own 100% of the joint venture (the “Western Australia operations”).

In connection with its emergence from bankruptcy, Tronox Incorporated applied fresh-start accounting under Accounting Standards Codification (“ASC”) 852, Reorganizations (“ASC 852”) as of January 31, 2011. Accordingly, the financial information of Tronox Incorporated set forth in this Form 10-K, unless otherwise expressly set forth or as the context otherwise indicates, reflects the consolidated results of operations and financial condition on a fresh-start basis for the period beginning February 1, 2011 (“Successor”), and on a historical basis for the period through January 31, 2011 (“Predecessor”). All references to 2011 refer to the combined twelve month period ended December 31, 2011, which includes the Successor period and the Predecessor period, unless otherwise indicated.

On June 26, 2012, the Board of Directors of Tronox Limited (the “Board”) approved a 5-to-1 share split for holders of Class A ordinary shares (“Class A Shares”) and Class B ordinary shares (“Class B Shares”) at the close of business on July 20, 2012, by

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issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor’s consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 19.

In management’s opinion, the accompanying consolidated financial statements reflect all adjustments considered necessary for a fair presentation. Our consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. Such reclassifications did not have an impact on our net income or consolidated results of operations.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate within one year of the date of the financial statements due to one or more future confirming events could have a material effect on the financial statements.

3. Significant Accounting Policies

Foreign Currency

The U.S. dollar is the functional currency for our operations, except for our South African operations, whose function currency is the Rand, and our European operations, whose function currency is the Euro. We determine the functional currency of each subsidiary based on a number of factors, including the predominant currency for revenues, expenditures and borrowings. Adjustments from the remeasurement of non-functional currency monetary assets and liabilities are recorded in “Other income (expense)” on the Consolidated Statements of Operations. When the subsidiary’s functional currency is not the U.S. dollar, translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are recorded in “Accumulated other comprehensive loss” on the Consolidated Balance Sheets.

Gains and losses on intercompany foreign currency transactions that are not expected to be settled in the foreseeable future are reported in the same manner as translation adjustments.

Revenue Recognition

Revenue is recognized when risk of loss and title to the product is transferred to the customer, pricing is fixed or determinable, and collection is reasonably assured. All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are reported as net sales. Accruals are made for sales returns and other allowances based on our historical experience.

Cost of Goods Sold

Cost of goods sold includes costs for purchasing, receiving, manufacturing, and distributing products, including raw materials, energy, labor, depreciation, shipping and handling, freight, warehousing, and other production costs.

Research and Development

Research and development costs, which include salaries, building costs, utilities, administrative expenses, and allocations of corporate costs, were $10 million, $9 million, and $9 million during 2013, 2012, and 2011, respectively, and were expensed as incurred.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs related to marketing, agent commissions, and legal and administrative functions such as corporate management, human resources, information technology, investor relations, accounting, treasury, and tax compliance.

Income Taxes

We use the asset and liability method of accounting for income taxes. The estimation of the amounts of income taxes involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings, and uncertain tax positions.

Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided against a deferred tax asset when it is more likely than not

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that all or some portion of the deferred tax asset will not be realized. We periodically assess the likelihood that we will be able to recover our deferred tax assets, and reflect any changes in our estimates in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate. All available positive and negative evidence is weighted to determine whether a valuation allowance should be recorded.

The amount of income taxes we pay is subject to ongoing audits by federal, state, and foreign tax authorities, which may result in proposed assessments. Our estimate for the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions, and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized. See Note 6.

Earnings per Share

Basic and diluted earnings per share are calculated using the two-class method. Under the two-class method, earnings used to determine basic earnings per share are reduced by an amount allocated to participating securities. Participating securities include restricted shares issued under the Tronox Management Equity Incentive Plan (see Note 21) and the T-Bucks Employee Participation Plan (see Note 21), both of which contain non-forfeitable dividend rights. Our unexercised options, unexercised Series A and Series B Warrants (see Note 19), and unvested restricted share units do not contain non-forfeitable rights to dividends and, as such, are not considered in the calculation of basic earnings per share. Our unvested restricted shares do not have a contractual obligation to share in losses; therefore, when we record a net loss, none of the loss is allocated to participating securities. Consequently, in periods of net loss, the two class method does not have an effect on basic loss per share.

Diluted earnings per share is calculated by dividing net earnings allocable to ordinary shares by the weighted-average number of ordinary shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating restricted share units, options, and Series A and Series B Warrants. The options and Series A and Series B Warrants are included in the calculation of diluted earnings per ordinary share utilizing the treasury stock method. See Note 7.

Fair Value Measurement

We measure fair value on a recurring basis utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and consider counterparty credit risk in our assessment of fair value. The fair value hierarchy is as follows:

• Level 1 – Quoted prices in active markets for identical assets and liabilities;

• Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and,

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

See Note 8.

Cash and Cash Equivalents

We consider all investments with original maturities of three months or less to be cash equivalents. We maintain cash and cash equivalents in bank deposit and money market accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are generally highly rated and geographically dispersed, and we have a policy to limit the amount of credit exposure with any one institution. We have not experienced any losses in such accounts and believe we are not exposed to significant credit risk.

Accounts Receivable

A significant portion of our liquidity is concentrated in trade accounts receivable that arise from sales of TiO₂ and titanium feedstock to customers in the TiO₂ industry. The industry concentration has the potential to impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic, industry or other conditions. In addition, due to our international operations, we are subject to potential trade restrictions and sovereign risk in certain countries we operate in. We perform credit evaluations of our customers, and take actions deemed appropriate to mitigate credit risk. Only in certain specific occasions do we require collateral in the form of bank or parental guarantees or guarantee payments. We maintain allowances for potential credit losses based on historical experience resulting in monthly reserve positions relating to a percentage taken from the overall outstanding balances. See Note 9.

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Inventories

Pigment inventories are stated at the lower of actual cost or market, net of allowances for obsolete and slow-moving inventory. The cost of finished goods inventories is determined using the first-in, first-out method. Carrying values include material costs, labor, and associated indirect manufacturing expenses. Costs for materials and supplies, excluding ore, are determined by average cost to acquire. Raw materials are carried at actual cost. Mineral Sands inventories are stated at a weighted-average cost of production. We periodically review the cost of our inventory in comparison to its net realizable value. We also periodically review our inventory for obsolescence (inventory that is no longer marketable for its intended use). In either case, we record any write-down equal to the difference between the cost of inventory and its estimated net realizable value based on assumptions about alternative uses, market conditions and other factors. See Note 10.

Long Lived Assets

Property, plant and equipment, net is stated at cost less accumulated depreciation, and is depreciated over its estimated useful life using the straight-line method as follows:

Land improvements	10 — 20 years
Buildings	10 — 40 years
Machinery and equipment	3 — 25 years
Furniture and fixtures	10 years

Maintenance and repairs are expensed as incurred, except for costs of replacements or renewals that improve or extend the lives of existing properties, which are capitalized. Upon retirement or sale, the cost and related accumulated depreciation are removed from the respective account, and any resulting gain or loss is included in “Cost of goods sold” or “Selling, general, and administrative expenses” on the Consolidated Statements of Operations. See Note 11.

We capitalize interest costs on major projects that require an extended period of time to complete. See Note 15.

Mineral property acquisition costs are capitalized as tangible assets when management determines that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and anticipated exploration and development expenditures. Mineral leaseholds are depleted over their useful lives as determined under the units of production method. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property through the commencement of production are capitalized. See Note 12.

Intangible assets are stated at cost less accumulated amortization, and are amortized on a straight-line basis over their estimated useful lives, which range from 5 to 20 years. See Note 13.

We evaluate the recoverability of the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, we assess whether the projected undiscounted cash flows of our long-lived assets are sufficient to recover the existing unamortized cost of our long-lived assets. If the undiscounted projected cash flows are not sufficient, we calculate the impairment amount by discounting the projected cash flows using our weighted-average cost of capital. The amount of the impairment is written off against earnings in the period in which the impairment is determined.

Long-term Debt

Long-term debt is stated net of unamortized original issue premium or discount. Premiums or discounts are amortized on the effective interest method with amortization expense recorded in “Interest and debt expense” on the Consolidated Statements of Operations. Deferred debt issuance costs are recorded in “Other long-term assets” on the Consolidated Balance Sheets, and are amortized on the effective interest method with amortization expense recorded in “Interest and debt expense” on the Consolidated Statements of Operations. See Note 15.

Asset Retirement Obligations

Asset retirement obligations are recorded at their estimated fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at our credit-adjusted risk-free interest rate, which are considered Level 2 inputs. We classify accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” on the Consolidated Statements of Operations. See Note 16.

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Derivative Instruments

Derivative instruments are recorded in the Consolidated Balance Sheets at their fair values. Changes in the fair value of derivative instruments not designated for hedge accounting treatment are recorded in “Other income (expense)” on the Consolidated Statements of Operations. See Note 17.

Environmental Remediation and Other Contingencies

We recognize a loss and record an undiscounted liability when litigation has commenced or a claim or assessment has been asserted, or, based on available information, commencement of litigation or assertion of a claim or assessment is probable, and the associated costs can be reasonably estimated. See Note 18.

Self-Insurance

We are self-insured for certain levels of general and vehicle liability, property, workers’ compensation and health care coverage. The cost of these self-insurance programs is accrued based upon estimated fully developed settlements for known and anticipated claims. Any resulting adjustments to previously recorded reserves are reflected in current operating results. We do not accrue for general or unspecific business risks.

Share-based Compensation

Equity Restricted Share and Restricted Share Unit Awards — The fair value of equity instruments is measured based on the share price on the grant date and is recognized over the vesting period. These awards contain service, market, and/or performance conditions. For awards containing only a service or a market condition, we have elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award. For awards containing a market condition, the fair value of the award is measured using the lattice model, otherwise the fair value is the grant date close price. For awards containing a performance condition, compensation expense is not recognized until we conclude that it is probable that the performance condition will be met. We reassess the probability quarterly. See Note 21.

Liability Restricted Share Awards — Restricted share awards classified as liability awards contain only a service condition, and have graded vesting provisions. Liability awards are re-measured to fair value at each reporting date. See Note 21.

Option Awards — The Black-Scholes option pricing model is utilized to measure the fair value of options on the grant date. The options contain only service conditions, and have graded vesting provisions. We have elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award. See Note 21.

4. Recent Accounting Pronouncements

In March 2013, the Financial Accounting Standards Board (the “FASB”) issued accounting standards update (“ASU”) 2013-5, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, which addresses the treatment of the cumulative translation adjustment into net income when a parent either sells or liquidates a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. This guidance is effective prospectively for periods beginning after December 15, 2013; however early adoption is permitted. The adoption of this guidance is not anticipated to have a significant impact on our consolidated financial statements.

During 2013, we adopted ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires the presentation of the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, if the item is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

During 2013, we adopted ASU 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, to clarify previously issued guidance related to derivatives that are either offset or subject to an enforceable master netting arrangement or similar agreement. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

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5. Other Income (Expense)

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Net realized and unrealized foreign currency gains (losses)	$	39		$	(8	)	$	(8	)	$	2
Net gain on liquidation of non-operating subsidiaries(1)		24			—			—			—
Interest income		8			2			1			—
Loss on extinguishment of debt		(4	)		—			—			—
Other		(1	)		(1	)		(3	)		—
Total	$	66		$	(7	)	$	(10	)	$	2

(1) During 2013, we completed the liquidation of two non-operating subsidiaries: Tronox (Luxembourg) Holdings S.a.r.l. and Tronox Luxembourg S.a.r.l for which we recognized a net noncash gain from the realization of cumulative translation adjustments.

6. Income Taxes

Our operations are conducted through various subsidiaries in a number of countries throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. For the years ended December 31, 2013 and 2012, Tronox Limited was the public parent registered under the laws of the State of Western Australia. For the eleven months ended December 31, 2011 and one month ended January 31, 2011, Tronox Incorporated was the public parent, a Delaware corporation, registered in the United States.

Income (loss) before income taxes is comprised of the following:

	Successor								Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
Australia	$	(185	)	$	1,019		$	70	$	107
United States		(285	)		10			120		497
Other		409			(21	)		72		28
Income (loss) before income taxes	$	(61	)	$	1,008		$	262	$	632

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The income tax benefit (provision) is summarized below:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Australian:
Current	$	(11	)	$	(28	)	$	(1	)	$	—
Deferred		35			124			(4	)		(1	)
U.S. Federal & State:
Current		(24	)		(9	)		—			—
Deferred		1			—			—			—
Other:
Current		1			—			(14	)		—
Deferred		(31	)		38			(1	)		—
Income tax benefit (provision)	$	(29	)	$	125		$	(20	)	$	(1	)

The following table reconciles the applicable statutory income tax rates to our effective income tax rates for “Income tax benefit (provision)” as reflected in the Consolidated Statements of Operations.

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Statutory tax rate		30	%		30	%		35	%		35	%
Increases (decreases) resulting from:
Tax rate differences		191			(6	)		(5	)		—
Disallowable expenditures		(10	)		(1	)		7			—
Gain on bargain purchase, net of tax		—			(31	)		—			—
Resetting of tax basis to market value		—			(7	)		—			—
Valuation allowances		(259	)		(1	)		(25	)		(1	)
Withholding taxes		(59	)		2			—			—
Foreign interest disallowance		—			—			2			—
Prior year accruals		22			—			(1	)		—
Change in uncertain tax positions		6			—			(6	)		—
U.S. state income taxes		—			—			2			—
Permanent adjustment for fresh-start, net of tax		—			—			—			(29	)
Foreign exchange		17			—			—			—
AMT and other credits		8			—			—			—
Branch taxation		6			—			—			—
Other, net		—			2			(1	)		(5	)
Effective tax rate		(48	%)		(12	%)		8	%		0	%

The application of business combination accounting in connection with the Transaction resulted in the remeasurement of deferred income taxes associated with recording the assets and liabilities of the acquired entities at fair value (see Note 26). As a result, we recorded deferred income taxes of $185 million.

Subsequent to the Transaction, certain subsidiaries re-domiciled in Australia. Because the Australian tax laws provide for a resetting of the tax basis of the business assets to market value, we recorded a tax benefit related to this market value basis adjustment. The overall tax benefit from this basis adjustment increase was partially offset by a valuation allowance. Because this basis change did not pertain to an entity acquired in the Transaction, this net tax benefit was recorded through tax expense and did not impact the gain on bargain purchase.

Upon emergence from bankruptcy in 2011, Tronox Incorporated experienced an ownership change. Another ownership change occurred during 2012, as a result of the Transaction. These ownership changes resulted in a limitation under IRC Sections 382 and 383 related to U.S. net operating losses. We do not expect that the application of these net limitations will have any material effect on our U.S. federal or state income tax liabilities.

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Net deferred tax assets (liabilities) at December 31, 2013 and 2012 were comprised of the following:

	December 31,
	2013			2012
Deferred tax assets:
Net operating loss and other carryforwards	$	659		$	664
Property, plant and equipment		293			197
Reserves for environmental remediation and restoration		28			31
Obligations for pension and other employee benefits		72			79
Investments		32			31
Grantor trusts		100			109
Inventory		9			2
Interest		226			76
Other accrued liabilities		20			50
Unrealized foreign exchange losses		3			10
Other		13			8
Total deferred tax assets		1,455			1,257
Valuation allowance associated with deferred tax assets		(982	)		(753	)
Net deferred tax assets		473			504
Deferred tax liabilities:
Property, plant and equipment		(288	)		(386	)
Intangibles		(108	)		(110	)
Inventory		(19	)		(22	)
Unrealized foreign exchange gains		(22	)		(3	)
Other		(8	)		(5	)
Total deferred tax liabilities		(445	)		(526	)
Net deferred tax asset (liability)	$	28		$	(22	)
Balance sheet classifications:
Deferred tax assets — current	$	47		$	114
Deferred tax assets — long-term		192			91
Deferred tax liabilities — current		(7	)		(5	)
Deferred tax liabilities — long-term		(204	)		(222	)
Net deferred tax asset (liability)	$	28		$	(22	)

The net deferred tax assets (liabilities) reflected in the above table include deferred tax assets related to grantor trusts, which were established as Tronox Incorporated emerged from bankruptcy during 2011. The balances relate to the assets contributed to such grantor trusts by Tronox Incorporated, and do not include estimates for tax benefits we may receive upon the resolution of the Anadarko Petroleum Corporation (“Anadarko”) litigation.

On December 12, 2013, the U.S. Bankruptcy Court for the Southern District of New York determined that the defendant, Anadarko, should be liable for damages in the range of $5 billion to $14 billion for fraudulent conveyance claims. Because the final damages to be awarded continue to be uncertain, we have not included the tax benefit we will receive when the grantor trusts receive the proceeds resulting from the resolution of the litigation. Once these benefits are determined and recognized, we expect them to be fully offset by valuation allowances. See Note 27.

During 2013 and 2012, the total change to the valuation allowance was an increase of $229 million and an increase of $192 million, respectively.

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The deferred tax assets generated by tax loss carryforwards have been partially offset by valuation allowances. The expiration of these carryforwards at December 31, 2013 is shown below. These expiration amounts are comprised of Australian, U.S. federal and state, and other jurisdictional losses.

	Australia		U.S. Federal		U.S. State		Other		Tax Loss Carryforwards Total
2014	$	—	$	—	$	—	$	—	$	—
2015		—		—		—		—		—
2016		—		—		11		—		11
2017		—		—		—		—		—
2018		—		—		6		—		6
Thereafter		306		1,241		1,431		263		3,241
Total tax loss carryforwards	$	306	$	1,241	$	1,448	$	263	$	3,258

At December 31, 2013, Tronox Limited had foreign subsidiaries with undistributed earnings. Although we would not be subject to income tax on these earnings, amounts totaling approximately $83 million could be subject to withholding tax if distributed. Tronox Incorporated had certain foreign subsidiaries with undistributed earnings totaling approximately $148 million. We have made no provision for deferred taxes for either Tronox Limited or Tronox Incorporated related to these undistributed earnings because they are considered to be indefinitely reinvested outside of the parents’ taxing jurisdictions.

We continue to maintain a valuation allowance related to the net deferred tax assets in the United States, excluding the deferred benefit for the alternative minimum tax credit. Future provisions for income taxes will include no tax benefits with respect to losses incurred and tax expense only to the extent of state tax payments until the valuation allowance in the United States is eliminated.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2013 and 2012 is as follows:

	Year Ended December 31,
	2013			2012
Balance at January 1	$	4		$	2
Additions for tax positions related to prior years		—			2
Reductions for tax positions related to prior years		(3	)		—
Balance at December 31	$	1		$	4

Included in the balance at December 31, 2013 and 2012, were tax positions of $1 million and $1 million, respectively, for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. The net benefit associated with less than $1 million and $3 million of the December 31, 2013 and 2012 reserve, respectively, for unrecognized tax benefits, if recognized, would affect the effective income tax rate.

As a result of potential settlements, it is reasonably possible that our gross unrecognized tax benefits from timing differences may decrease within the next twelve months by $1 million.

During 2013, 2012, and 2011, we recognized less than $1 million, less than $1 million, and $(10) million, respectively, in gross interest and penalties in “Income tax benefit (provision)” on the Consolidated Statements of Operations. At December 31, 2013 and 2012, we had no remaining accruals for the gross payment of interest and penalties related to unrecognized tax benefits, and the noncurrent liability section of the Consolidated Balance Sheets reflected $1 million and $4 million, respectively, as the reserve for uncertain tax positions.

Our Australian returns are closed through 2008. However, under Australian tax laws, transfer pricing issues have no limitation period. Our U.S. returns are closed for years through 2009, with the exception of an amendment filed for the 2007 tax year. Our Netherlands returns are closed through 2005. Our Switzerland returns are closed through 2009. In accordance with the Transaction Agreement, we are not liable for income taxes of the acquired companies with respect to periods prior to the Transaction Date.

We believe that we have made adequate provision for income taxes that may be payable with respect to years open for examination; however, the ultimate outcome is not presently known and, accordingly, additional provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future.

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7. Earnings Per Share

The computation of basic and diluted earnings (loss) per share for the periods indicated is as follows:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Numerator – Basic and Diluted:
Net Income (loss)	$	(90	)	$	1,133		$	242		$	631
Net income (loss) attributable to noncontrolling interest		36			(1	)		—			—
Net Income (Loss) attributable to Tronox Limited		(126	)		1,134			242			631
Less: Dividends paid (2)		—			(61	)		—			—
Undistributed earnings (loss)		(126	)		1,073			242			631
Percentage allocated to ordinary shares		100	%		99.3	%		100	%		100	%
Undistributed earnings (loss) allocated to ordinary shares		(126	)		1,065			242			631
Add: Dividends paid allocated to ordinary shares (2)		—			60			—			—
Earnings (loss) available to ordinary shares	$	(126	)	$	1,125		$	242		$	631
Denominator – Basic:
Weighted-average ordinary shares (in thousands)		113,416			98,985			74,905			41,311
Add: Effect of Dilutive Securities:
Restricted stock		—			49			275			88
Warrants		—			2,372			2,895			—
Options		—			—			20			—
Denominator – Dilutive		113,416			101,406			78,095			41,399
Earnings (Loss) per Ordinary Share (1):
Basic earnings (loss) per ordinary share	$	(1.11	)	$	11.37		$	3.22		$	15.28
Diluted earnings (loss) per ordinary share	$	(1.11	)	$	11.10		$	3.10		$	15.25

(1) Earnings (loss) per ordinary share amounts were calculated from exact, not rounded income (loss) and share information.

(2) 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 2013, the two class method does not have an effect on basic loss per share, and as such, dividends paid during the year were not included for purposes of this calculation.

In computing diluted earnings (loss) per share under the two-class method, we considered potentially dilutive shares. At December 31, 2013, 2,094,771 options with an average exercise price of $20.63, 357,300 Series A Warrants and 465,136 Class B Warrants, with exercise prices of $59.66 and $65.84, respectively, and 303,324 restricted share units, with an average price of $21.08 were not recognized in the diluted earnings per share calculation as they were anti-dilutive. At December 31, 2012, 612,439 options with an average exercise price of $24.81 and 18,990 restricted share units with an average price of $21.10 were not recognized in the diluted earnings per share calculation as they were anti-dilutive. For the one month ended January 31, 2011, 1,152,408 options with an average exercise price of $9.54 were anti-dilutive because they were not “in the money.”

8. Fair Value Measurement

For financial instruments that are subsequently measured at fair value, the fair value measurement is grouped into levels. See Note 3 for additional information regarding the Level 1, Level 2, and Level 3 descriptions.

At December 31, 2013 and 2012, the only financial instrument measured at fair value was the environmental rehabilitation trust. At December 31, 2013 and 2012, the environmental rehabilitation trust of $22 million and $20 million, respectively, was categorized as Level 1. See Note 16 for additional information related to the environmental rehabilitation trust.

The carrying amounts for cash and cash equivalents, accounts receivable, other current assets, accounts payable, short-term debt, and other current liabilities approximate their fair value because of the short-term nature of these instruments. See Note 15 for additional information regarding the fair value of debt.

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9. Accounts Receivable

	December 31,
	2013			2012
Trade receivables	$	304		$	371
Other		6			23
Gross		310			394
Allowance for doubtful accounts		(2	)		(3	)
Net	$	308		$	391

Bad debt expense recorded on the Consolidated Statements of Operations was $1 million for each of the years ended December 31, 2013, 2012 and 2011.

10. Inventories

	December 31,
	2013		2012
Raw materials	$	191	$	221
Work-in-process		45		99
Finished goods		417		477
Materials and supplies, net (1)		106		117
Total	$	759	$	914

(1) Consists of processing chemicals, maintenance supplies, and spare parts, which will be consumed directly and indirectly in the production of our products.

Finished goods includes inventory on consignment to others of approximately $48 million and $42 million at December 31, 2013 and 2012, respectively. At December 31, 2013 and 2012, inventory obsolescence reserves were $13 million and $11 million, respectively.

11. Property, Plant and Equipment

	December 31,
	2013			2012
Land and land improvements	$	79		$	80
Buildings		181			194
Machinery and equipment		1,141			1,158
Construction-in-progress		133			153
Other		43			13
Total		1,577			1,598
Less accumulated depreciation and amortization		(319	)		(175	)
Net	$	1,258		$	1,423

Depreciation expense related to property, plant and equipment during 2013, 2012, and 2011 was $191 million, $127 million, and $57 million, respectively.

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12. Mineral Leaseholds

	December 31,
	2013			2012
Mineral leaseholds	$	1,388		$	1,502
Less accumulated depletion		(172	)		(63	)
Net	$	1,216		$	1,439

Depletion expense related to mineral leaseholds during 2013, 2012, and 2011 was $115 million, $59 million, and $4 million, respectively.

13. Intangible Assets

	December 31, 2013							December 31, 2012
	Gross Cost		Accumulated Amortization			Net Carrying Amount		Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	294	$	(59	)	$	235	$	294	$	(39	)	$	255
TiO2 technology		32		(5	)		27		32		(3	)		29
Internal-use software		40		(6	)		34		38		(2	)		36
Other		9		(5	)		4		9		(3	)		6
Total	$	375	$	(75	)	$	300	$	373	$	(47	)	$	326

Amortization expense related to intangible assets during 2013, 2012, and 2011 was $27 million, $25 million, and $22 million, respectively. Estimated future amortization expense related to intangible assets is $27 million for 2014, $27 million for 2015, $25 million for 2016, $25 million for 2017, $25 million for 2018, and $171 million thereafter.

14. Accrued Liabilities

	December 31,
	2013		2012
Employee-related costs and benefits	$	55	$	45
Taxes other than income taxes		44		58
Interest		22		22
Sales rebates		18		13
Unfavorable sales contracts		—		64
Other		7		7
Total	$	146	$	209

15. Debt

Short-term Debt

	December 31,
	2013		2012
UBS Revolver (1)	$	—	$	—
ABSA Revolver (2)		—		30
Short-term debt	$	—	$	30

(1) Average effective interest rate of 3.9% during 2012.

(2) Average effective interest rate of 8.5% during both 2013 and 2012.

UBS Revolver

On June 18, 2012, in connection with the closing of the Transaction, we entered into a global senior secured asset-based syndicated revolving credit facility with UBS AG (the “UBS Revolver”) with a maturity date of the fifth anniversary of the closing date. The UBS Revolver provides us with a committed source of capital with a principal borrowing amount of up to $300 million,

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subject to a borrowing base. In connection with the Amended and Restated Credit Agreement on March 19, 2013, we amended the UBS Revolver to allow for the increased size of the Term Loan over the Term Facility (see “Term Facility” and “Term Loan” below). Obligations under the UBS Revolver are collateralized by a first priority lien on substantially all of our existing, and future deposit accounts, inventory, and account receivables, and certain related assets, excluding those held by our South African subsidiaries, Netherland’s subsidiaries, and Bahamian subsidiary, and a second priority lien on all of our other assets, including capital shares. At December 31, 2013, our borrowing base was $210 million.

The UBS Revolver bears interest at our option at either (i) the greater of (a) the lenders’ prime rate, (b) the Federal funds effective rate plus 0.50%, and (c) the adjusted LIBOR rate for a one-month period plus 1%) or (ii) the adjusted LIBOR rate, in each case plus the applicable margin. The applicable margin ranges from 1.5% to 2% for borrowings at the adjusted LIBOR rate, and from 0.5% to 1% for borrowings at the alternate base rate, based upon the average daily borrowing availability.

ABSA Revolving Credit Facility

In connection with the Transaction, we entered into a R900 million (approximately $86 million as of December 31, 2013) revolving credit facility with ABSA Bank Limited acting through its ABSA Capital Division (the “ABSA Revolver”) with a maturity date of June 14, 2017. The ABSA Revolver bears interest at (i) the base rate (defined as one month JIBAR, which is the mid-market rate for deposits in South African Rand for a period equal to the relevant period which appears on the Reuters Screen SAFEY Page alongside the caption YLD) as of 11h00 Johannesburg time on the first day of the applicable period, plus (ii) the Margin, which is 3.5%. At December 31, 2012, we had drawn down R250 million (approximately $30 million), which was repaid during the first quarter of 2013. At December 31, 2013, we had no amounts drawn on the ABSA Revolver.

Long-term Debt

Long-term debt consisted of the following:

	Original		Maturity		December 31,
	Principal		Date		2013			2012
Term Loan, net of unamortized discount of $11 million at December 31, 2013 (1)	$	1,500		3/19/2020	$	1,482		$	—
Senior Notes	$	900		8/15/2020		900			900
Term Facility, net of unamortized discount of $6 million at December 31, 2012 (2)	$	700		2/8/2018		—			691
Co-generation Unit Financing Arrangement	$	16		2/1/2016		6			10
Lease financing						25			14
Total borrowings						2,413			1,615
Less: Noncurrent borrowings due in one year						(18	)		(10	)
Noncurrent borrowings					$	2,395		$	1,605

(1) Average effective interest rate of 5% during 2013.

(2) Average effective interest rate of 5% and 5% during 2013 and 2012, respectively.

At December 31, 2013, the scheduled maturities of our long-term debt were as follows:

	Total Borrowings
2014	$	18
2015		18
2016		16
2017		16
2018		16
Thereafter		2,340
Total		2,424
Remaining accretion associated with the Term Loan		(11	)
Total borrowings	$	2,413

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Term Loan

On March 19, 2013, we, along with our wholly-owned subsidiary, Tronox Pigments (Netherlands) B.V., and certain of our subsidiaries named as guarantors, entered into an Amended and Restated Credit and Guaranty Agreement with Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and Goldman Sachs Bank USA, UBS Securities LLC, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents. Pursuant to the Amended and Restated Credit Agreement, we obtained a $1.5 billion senior secured term loan (the “Term Loan”), which matures in March 2020. The terms of the Amended and Restated Credit Agreement are substantially similar to our prior Term Facility (defined below). The Term Loan was issued net of an original issue discount of $7 million, or 0.5% of the principal balance. During the year ended December 31, 2013, we made principal repayments of $8 million.

The Term loan bears interest at the option of Tronox at either: (i) 2.5% plus the base rate defined as the greater of the prime lending rate quoted in the print edition of The Wall Street Journal or the Federal Funds Effective rate in effect on such day plus one half of 1%; provided, however, that the Base Rate is not less than 2% per annum; or (ii) 3.5% plus the greater of the 3 month LIBOR Eurodollar rate or 1%.

Notes

On August 20, 2012, our wholly-owned subsidiary, Tronox Finance LLC, issued $900 million aggregate principal amount of 6.375% senior notes due 2020 (the “Existing Notes”) at par value. The Existing Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

During the second quarter of 2013, we and certain of our subsidiaries filed a Registration Statement on Form S-4, pursuant to which we and such subsidiaries offered to exchange $900 million in aggregate principal amount of registered 6.375% senior notes due 2020 (the “New Notes”) and related guarantees for the Existing Notes and related guarantees. The New Notes are substantially identical to the Existing Notes. On September 17, 2013, Tronox Finance issued the New Notes in exchange for the Existing Notes (together the “Notes”). At December 31, 2013, there was $900 million in aggregate principal amount of New Notes outstanding and less than $1 million in aggregate amount of Existing Notes outstanding.

The Notes bear interest semiannually at a rate equal to 6.375%, and are fully and unconditionally guaranteed on a senior, unsecured basis by us and certain of our subsidiaries. The Notes are redeemable at any time at our discretion.

Term Facility

On February 8, 2012, Tronox Incorporated’s wholly-owned subsidiary, Tronox Pigments (Netherlands) B.V., entered into a term loan facility with Goldman Sachs Bank USA comprised of a $550 million Senior Secured Term Loan (the “Senior Secured Term Loan”) and a $150 million Senior Secured Delayed Draw Term Loan (the “Senior Secured Delayed Draw” together, the “Term Facility”). The Term Facility was issued net of an original issue discount of $7 million, or 1% of the initial principal amount, which was being amortized over the life of the Term Facility. On June 14, 2012, in connection with the closing of the Transaction, Tronox Pigments (Netherlands) B.V. drew down the $150 million Senior Secured Delayed Draw. During 2012, we made principal repayments of $3 million.

On February 28, 2013, Tronox Pigments (Netherlands) B.V. repaid the outstanding principal balance of $149 million, plus interest, related to the $150 million Senior Secured Delayed Draw. We accounted for such repayment as an extinguishment of debt, and recognized a $4 million loss on the early extinguishment of debt related to the allocated portion of the unamortized original issue discount and debt issuance costs, which is recorded in “Other income (expense)” on the Consolidated Statements of Operations.

We allocated these amounts between the $550 million Senior Secured Term Loan and the $150 million Senior Secured Delayed Draw as follows:

	Outstanding Balance		Percentage of Outstanding Balance			Allocation of Unamortized Costs		Loss on Extinguishment of Debt
Senior Secured Term Loan	$	547		79	%	$	16	$	—
Senior Secured Delayed Draw		149		21	%		4		4
Total	$	696		100	%	$	20	$	4

The outstanding principal balance of the Senior Secured Term Loan of $547 million became part of the Term Loan, and was accounted for as a debt modification. As such, the unamortized original issue discount of $5 million and debt issuance costs of $11 million related to the Term Facility are being amortized over the life of the Term Loan.

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Co-generation Unit Financing Arrangement

In March 2011, in order to finance its share of an asset purchased for the Tiwest Joint Venture, Tronox Incorporated incurred debt totaling $8 million. In connection with the Transaction, we acquired the remaining 50% undivided interest in the co-generation plant from Exxaro, along with its debt of $6 million. Under the financing arrangement, monthly payments are required, and interest accrues on the outstanding balance at the rate of 6.5% per annum. During 2013 and 2012, we made principal repayments of $3 million and $2 million, respectively.

Lease Financing

We have capital lease obligations in South Africa, which are payable through 2032 at a weighted average interest rate of approximately 15%. At December 31, 2013 and 2012, such obligations had a net book value of assets recorded under capital leases aggregating $23 million and $9 million, respectively. During 2013 and 2012, we made principal payments of less than $1 million and less than $1 million, respectively.

Fair Value

Our debt is recorded at historical amounts. At December 31, 2013, the fair value of the Term Loan was $1,524 million. At December 31, 2013 and 2012, the fair value of the Notes was $924 million and $910 million, respectively. At December 31, 2012, the fair value of the Term Facility was $709 million. We determined the fair value of the Term Loan, the Notes and the Term Facility using Bloomberg market prices. The fair value hierarchy for the Term Loan and the Notes is a Level 1 input.

Debt Covenants

At December 31, 2013, we had financial covenants in the UBS Revolver, the ABSA Revolver and the Term Loan; however, only the ABSA Revolver had a financial maintenance covenant that applies to local operations and only when the ABSA Revolver is drawn upon.

The terms of the Term Loan are substantially similar to our prior Term Facility except that the Term Loan (i) eliminates financial maintenance covenants (ii) permits, subject to certain conditions, incurrence of additional senior secured debt up to a leverage ratio of 2:1, (iii) increases our ability to incur debt in connection with permitted acquisitions and our ability to incur unsecured debt, and (iv) allows for the payment of a $0.25 per share dividend each fiscal quarter. Otherwise, the terms of the Term Loan provide for customary representations and warranties, affirmative and negative covenants and events of default. The terms of the covenants, subject to certain exceptions, restrict, among other things: (i) debt incurrence; (ii) lien incurrence; (iii) investments, dividends and distributions; (iv) disposition of assets and subsidiary interests; (v) acquisitions; (vi) sale and leaseback transactions; and (vii) transactions with affiliates and shareholders.

The Term Loan and the UBS Revolver are subject to an intercreditor agreement pursuant to which the lenders’ respective rights and interests in the security are set forth. We were in compliance with all our financial covenants as of and for the year ended December 31, 2013.

We have pledged the majority of our U.S. assets and certain assets of our non-U.S. subsidiaries in support of our outstanding debt.

Interest and debt expense

Interest and debt expense consisted of the following:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Bank borrowings	$	122		$	53		$	29		$	3
Amortization of deferred debt issuance costs and discounts on debt		9			10			1			—
Other		4			4			1			—
Capitalized interest		(5	)		(2	)		(1	)		—
Total interest and debt expense	$	130		$	65		$	30		$	3

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In connection with obtaining debt, we incurred debt issuance costs, which are being amortized through the respective maturity dates using the effective interest method. At December 31, 2013 and 2012, we had $57 million and $38 million, respectively, of deferred debt issuance costs, which are recorded in “Other long-term assets” on the Consolidated Balance Sheets.”

16. Asset Retirement Obligations

Asset retirement obligations (“AROs”) consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. A summary of the changes in AROs during 2013 and 2012 is as follows:

	Year Ended December 31,
	2013			2012
Beginning balance	$	113		$	30
Additions		—			7
Accretion expense		2			5
Remeasurement/translation		(16	)		7
Changes in estimates, including cost and timing of cash flows		(1	)		4
Settlements/payments		(2	)		(1	)
AROs acquired in the Transaction		—			61
Ending balance	$	96		$	113
Current portion included in accrued liabilities	$	6		$	7
Noncurrent portion	$	90		$	106

We used the following assumptions in determining asset retirement obligations at December 31, 2013: inflation rates between 2.5%-5.3% per year; credit adjusted risk-free interest rates between 4.52%-7%; and the life of mines between 11-39 years.

Environmental Rehabilitation Trust

In accordance with applicable regulations, we have established an environmental rehabilitation trust for the prospecting and mining operations in South Africa, which receives, holds, and invests funds for the rehabilitation or management of asset retirement obligations. The trustees of the fund are appointed by us, and consist of sufficiently qualified employees capable of fulfilling their fiduciary duties. At December 31, 2013 and 2012, the environmental rehabilitation trust assets were $22 million and $20 million, respectively, which were recorded in “Other long-term assets” on the Consolidated Balance Sheets.

17. Derivative Instruments

We manufacture and market our products in a number of countries throughout the world and, as a result, are exposed to changes in foreign currency exchange rates, particularly in South Africa, Australia, and The Netherlands. Costs in South Africa and Australia are primarily incurred in local currencies, while the majority of revenues are in U.S. dollars. In Europe, the majority of revenues and costs are in the local currency. This leaves us exposed to movements in the South African Rand and the Australian dollar versus the U.S. dollar.

In order to manage this risk, we entered into currency forward contracts to buy and sell foreign currencies as “economic hedges” for these foreign currency transactions during 2013. Our currency forward contracts were not designated for hedge accounting treatment under ASC 815, Derivatives and Hedging, (“ASC 815”). As such, changes in the fair value were recorded in “Other income (expense)” on the Consolidated Statements of Operations. During 2013, we recorded a net gain of $2 million. At December 31, 2013 and 2012, we did not have any forward contracts in place.

18. Commitments and Contingencies

Leases—The Company leases office space, storage, and equipment under non-cancelable lease agreements, which expire on various dates through 2023. Total rental expense related to operating leases was $42 million, $8 million, and $13 million during 2013, 2012, and 2011, respectively. See Note 15 for additional information regarding lease financing.

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At December 31, 2013, minimum rental commitments under non-cancelable operating leases were as follows:

	Operating
2014	$	43
2015		29
2016		10
2017		10
2018		6
Thereafter		6
Total	$	104

Purchase Commitments—At December 31, 2013, purchase commitments were $253 million for 2014, $151 million for 2015, $112 million for 2016, $105 million for 2017, $77 million for 2018, and $160 million thereafter.

Letters of Credit—At December 31, 2013, we had outstanding letters of credit, bank guarantees, and performance bonds of approximately $45 million, of which $25 million in letters of credit were issued under the UBS Revolver and $18 million were bank guarantees issued by ABSA.

Other Matters—From time to time, we may be party to a number of legal and administrative proceedings involving legal, environmental, and/or other matters in various courts or agencies. These proceedings, individually and in the aggregate, may have a material adverse effect on us. These proceedings may be associated with facilities currently or previously owned, operated or used by us and/or our predecessors, some of which may include claims for personal injuries, property damages, cleanup costs, and other environmental matters. Current and former operations may also involve management of regulated materials that are subject to various environmental laws and regulations including the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act or state equivalents. Similar environmental laws and regulations and other requirements exist in foreign countries in which we operate.

19. Shareholders’ Equity

Tronox Limited

The changes in outstanding Class A Shares and Class B Shares for the years ended December 31, 2013 and 2012 were as follows:

Class A Shares:
Balance at January 1, 2012	—
Shares issued in connection with the Transaction	76,644,650
Shares issued for share-based compensation	24,620
Shares issued for warrants exercised	9,353
Shares purchased by the T-Bucks Trust	(548,234	)
Class A Shares purchased by Exxaro, converted to Class B Shares	(1,400,000	)
Shares repurchased and canceled	(12,626,400	)
Balance at December 31, 2012	62,103,989
Shares issued for share-based compensation	109,790
Shares issued for warrants exercised	84,088
Shares issued for options exercised	51,751
Balance at December 31, 2013	62,349,618
Class B Shares:
Balance at January 1, 2012	—
Shares issued in connection with the Transaction	49,754,280
Class A Shares purchased by Exxaro, converted to Class B Shares	1,400,000
Balance at December 31, 2012	51,154,280
Balance at December 31, 2013	51,154,280

In accordance with Australian law, Tronox Limited is not permitted to hold its own ordinary shares. As such, shares repurchased during 2012 were canceled.

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Tronox Incorporated

The changes in outstanding and treasury shares for the year ended December 31, 2012 were as follows:

Shares outstanding:
Balance at January 1, 2012	75,383,455
Shares issued for share-based compensation	570,785
Shares issued for warrants exercised	690,385
Shares issued for claims	25
Shares exchanged in connection with the Transaction	(76,644,650	)
Balance at December 31, 2012	—
Shares held as treasury:
Balance at January 1, 2012	472,565
Shares issued for share-based compensation	239,360
Shares canceled in connection with the Transaction	(711,925	)
Balance at December 31, 2012	—

In accordance with Australian law, Tronox Limited is not permitted to hold its own ordinary shares. As such, Tronox Incorporated shares held in treasury on the Transaction date were canceled in connection with the Transaction.

Warrants

Tronox Limited has outstanding Series A Warrants (the “Series A Warrants”) and Series B Warrants (the “Series B Warrants,” and together with the Series A Warrants, the “Warrants”). Holders of the Warrants are entitled to purchase five Class A Shares and receive $12.50 in cash at an exercise prices of $59.66 for each Series A Warrant and $65.84 for each Series B Warrants. The Warrants have a seven-year term from the date initially issued and will expire on February 14, 2018. A holder may exercise the Warrants by paying the applicable exercise price in cash or exercising on a cashless basis. The Warrants are freely transferable by the holder. As of December 31, 2013 there were 357,300 Series A Warrants and 465,136 Series B Warrants outstanding.

Dividends Declared

During 2013 and 2012, we declared and paid quarterly dividends to holders of our Class A Shares and Class B Shares as follows:

	Q3 2012		Q4 2012		Q1 2013		Q2 2013		Q3 2013		Q4 2013
Dividend per share	$	0.25	$	0.25	$	0.25	$	0.25	$	0.25	$	0.25
Total dividend	$	32	$	29	$	29	$	28	$	29	$	29
Record date (close of business)		July 13		November 23		March 6		May 20		August 19		November 18

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Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss were as follows:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011 (1)
Foreign currency translation:
Beginning balance	$	4		$	(6	)	$	—		$	(122	)
Changes in accumulated foreign currency translation		(195	)		10			(6	)		1
Liquidation of non-operating subsidiaries (recognized in the consolidated statements of operations)		(24	)		—			—			—
Elimination in accordance with fresh-start accounting		—			—			—			121
Ending balance		(215	)		4			(6	)		—
Pension and postretirement benefit plans:
Beginning balance		(99	)		(51	)		—			113
Actuarial gain (loss) and prior service credit, net of amortization and taxes		30			(48	)		(51	)		(1	)
Elimination in accordance with fresh-start accounting		—			—			—			(112	)
Ending balance		(69	)		(99	)		(51	)		—
Accumulated other comprehensive loss attributable to Tronox Limited		(284	)		(95	)		(57	)		—
Accumulated other comprehensive income (loss) attributable to noncontrolling interest		(70	)	$	1			—			—
Accumulated other comprehensive loss	$	(354	)	$	(94	)	$	(57	)	$	—

Share split

On June 26, 2012, the Board approved a 5-to-1 share split for holders of Class A Shares and Class B Shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. As a result of the share split, we recorded an increase to Class A Shares and Class B Shares of $1 million and a corresponding decrease to “Retained earnings” on the Consolidated Balance Sheets.

Share Repurchases

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

20. Noncontrolling Interest

In connection with the Transaction, Exxaro retained a 26% ownership interest in each of Tronox KZN Sands (Pty) Ltd. and Tronox Mineral Sands (Pty) Ltd. in order to comply with the ownership requirements of the Black Economic Empowerment (“BEE”) legislation in South Africa. Exxaro is entitled to exchange this interest for approximately 3.2% in additional Class B Shares under certain circumstances (i.e., the earlier of the termination of the Empowerment Period or the tenth anniversary of completion of the Transaction). Exxaro also retained a 26% ownership interest in certain other non-operating subsidiaries.

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A reconciliation of the beginning and ending balances of noncontrolling interest on the Consolidated Balance Sheets is as follows:

Balance at January 1, 2012	$	—
Fair value of noncontrolling interest on the Transaction Date		233
Net loss attributable to noncontrolling interest		(1	)
Effect of exchange rate changes		1
Balance at December 31, 2012		233
Net income attributable to noncontrolling interest		36
Effect of exchange rate changes		(70	)
Balance at December 31, 2013	$	199

21. Share-based Compensation

Compensation expense consisted of the following:

	Successor						Predecessor
	Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011 (1)
Restricted shares and restricted share units	$	10	$	29	$	14	$	—
Options		5		2		—		—
T-Bucks EPP		2		1		—		—
Total compensation expense	$	17	$	32	$	14	$	—

The income tax benefits associated with compensation expense for 2013 and 2012 were $2 million and $6 million, respectively, net of valuation allowances. The tax benefit associated with compensation expense during 2011 had a corresponding offset to the valuation allowance, yielding no overall income tax benefit.

Tronox Limited Management Equity Incentive Plan

On the Transaction Date, we adopted the Tronox Limited Management Equity Incentive Plan (the “Tronox Limited MEIP”), which permits the grant of awards that are comprised of incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards, and other share-based awards, cash payments, and other forms as the compensation committee of the Board in its discretion deems appropriate, including any combination of the above. Subject to further adjustment, the maximum number of shares which may be the subject of awards (inclusive of incentive options) is 12,781,225 Class A Shares.

Restricted Shares

During 2013 and 2012, we granted 479,258 and 322,765 restricted shares, respectively, to employees, which have both time requirements and performance requirements. The time provisions are graded vesting over 3 years, while the performance provisions are cliff vesting and have a variable payout at the end of 3 years. During 2013 and 2012, we granted 45,114 and 34,740 restricted shares, respectively, with three-year graded vesting to members of the Board. All restricted share awards issued during 2013 are classified as equity awards, and are accounted for using the fair value established at the grant date.

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The following table presents a summary of activity for the years ended December 31, 2013 and 2012:

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding, January 1, 2012		—		$	—
Converted in connection with the Transaction		420,765			16.99
Granted		357,505			25.18
Vested		(24,620	)		20.87
Forfeited		(11,575	)		29.32
Outstanding, December 31, 2012		742,075			20.61
Granted		524,372			21.18
Vested		(100,540	)		22.91
Forfeited		(17,112	)		24.24
Outstanding, December 31, 2013		1,148,795		$	20.61
Expected to vest, December 31, 2013		1,135,905		$	20.60

At December 31, 2013, there was $12 million in unrecognized compensation expense related to nonvested restricted shares, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of 2 years. The total fair value of restricted shares that vested during the years ended December 31, 2013 and 2012 was $2 million and $1 million, respectively.

Restricted Share Units (“RSUs”)

During 2013 and 2012, we granted 269,037 and 18,990 RSUs, respectively, to employees, which have both time requirements and performance requirements. The time provisions are graded vesting over a period of 3 years, while the performance provisions are cliff vesting and have a variable payout at the end of 3 years. During 2013, we granted 26,618 RSUs with 3-year graded vesting to members of the Board. All RSUs issued during 2013 are classified as equity awards, and are accounted for using the fair value established at the grant date.

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding, January 1, 2012		—		$	—
Granted		18,990			21.10
Outstanding, December 31, 2012		18,990			21.10
Granted		295,655			21.06
Vested		(7,775	)		20.43
Forfeited		(3,546	)		21.36
Outstanding at December 31, 2013		303,324		$	21.08
Expected to vest, December 31, 2013		294,542		$	21.07

At December 31, 2013, there was $3 million unrecognized compensation expense related to nonvested RSUs, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of 2 years. The total fair value of RSUs that vested during the year ended December 31, 2013 was less than $1 million.

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Options

During 2013 and 2012, we granted options to employees to purchase Class A Shares, which vest ratably over a three-year period and have a ten-year term. The following table presents a summary of activity for the years ended December 31, 2013 and 2012:

	Number of Options			Weighted Average Exercise Price		Weighted Average Contractual Life (years)		Intrinsic Value
Outstanding, January 1, 2012		—		$	—
Converted in connection with the Transaction		517,330			24.56
Issued		247,904			23.83
Forfeited		(152,795	)		22.39
Outstanding, December 31, 2012		612,439			24.81
Issued		1,590,438			19.17
Exercised		(51,751	)		21.90
Forfeited		(22,861	)		20.54
Expired		(33,494	)		25.65
Outstanding, December 31, 2013		2,094,771		$	20.63		8.97	$	7
Expected to vest, December 31, 2013		1,822,535		$	20.19		9.05	$	6
Exercisable, December 31, 2013		226,822		$	24.32		8.27	$	—

The aggregate intrinsic values in the table represent the total pre-tax intrinsic value (the difference between our share price at December 31, 2013 and the options’ exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at the end of the year. The amount will change based on the fair market value of our stock. Total intrinsic value of options exercised during 2013 was less than $1 million. We issue new shares upon the exercise of options. During 2013, we received approximately $1 million in cash for the exercise of stock options. The associated tax benefit was less than $1 million.

At December 31, 2013, unrecognized compensation expense related to options, adjusted for estimated forfeitures, was $10 million, which is expected to be recognized over a weighted-average period of 2 years.

Fair value is determined on the grant date using the Black-Scholes option-pricing model, and is recognized in earnings on a straight-line basis over the employee service period of three years, which is the vesting period. The assumptions used in the Black-Scholes option-pricing model were as follows:

	February 25, 2013			March 11, 2013			September 3, 2013
Number of options granted		1,544,872			8,238			37,328
Fair market value and exercise price	$	19.09		$	21.49		$	21.94
Risk-free interest rate		1.04	%		1.19	%		2.10	%
Expected dividend yield		5.24	%		4.65	%		4.56	%
Expected volatility		56	%		56	%		56	%
Maturity		10			10			10
Expected term (years)		6			6			6
Per-unit fair value of options granted	$	6.28		$	7.48		$	7.92

The fair value is based on the closing price of our Class A Shares on the grant date. The risk-free interest rate is based on U.S. Treasury Strips available with maturity period consistent with expected life assumption. The expected volatility assumption is based on historical price movements of our peer group.

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T-Bucks Employee Participation Plan (“T-Bucks EPP”)

During 2012, we established the T-Bucks EPP for the benefit of certain qualifying employees of our South African subsidiaries. We funded the T-Bucks Trust (the “Trust”) with R124 million (approximately $15 million), which was used to acquire Class A Shares. Additional contributions may be made in the future at the discretion of the Board. The T-Bucks EPP is classified as an equity-settled shared-based payment plan, whereby participants were awarded share units in the Trust, which entitles them to receive Class A Shares upon completion of the vesting period on May 31, 2017. Participants are entitled to receive dividends on the shares during the vesting period. Forfeited shares are retained by the Trust, and are allocated to future participants. Compensation costs are recognized over the vesting period using the straight-line method. During 2012, the Trust purchased 548,234 Class A Shares at $25.79 per share, which was the fair value on the date of purchase. The balance at both December 31, 2013 and 2012 was 548,234 shares.

Tronox Incorporated Management Equity Incentive Plan

In connection with its emergence from bankruptcy, Tronox Incorporated adopted the Tronox Incorporated Management Equity Incentive Plan (the “Tronox Incorporated MEIP”), which permitted the grant of awards that were comprised of incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards, and other share-based awards and cash payments. The number of shares available for delivery pursuant to the awards granted under the Tronox Incorporated MEIP was 1.2 million shares. On the Transaction Date, 748,980 restricted shares of Tronox Incorporated vested in connection with the Transaction. The remaining restricted shares of Tronox Incorporated were converted to Tronox Limited restricted shares.

Restricted Shares

During 2012, Tronox Incorporated granted shares to employees with graded vesting provisions over a 3-year time period. All restricted share awards issued during 2012 were classified as equity awards and accounted for using the fair value established at the grant date. All Tronox Incorporated shares granted in 2012 that did not vest with the Transaction were converted into the Tronox Limited MEIP on the date of the Transaction.

The following table summarizes restricted shares activity during the years ended December 31, 2012 and 2011:

	Number of Shares			Weighted Average Grant Date Fair Value
Balance, January 1, 2011		—		$	—
Granted		1,734,090			22.81
Vested		(545,675	)		24.50
Forfeited		(10,420	)		24.50
Balance, December 31, 2011		1,177,995			22.01
Granted		52,915			24.36
Vested		(61,165	)		24.50
Earned in connection with the Transaction		(748,980	)		24.57
Converted in connection with the Transaction		(420,765	)		16.99
Balance, December 31, 2012		—		$	—

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Options

During 2012, Tronox Incorporated granted options to employees to purchase Class A Shares with graded vesting provisions over a 3 year time period and carrying a ten year term option. Fair value was determined on the grant date using the Black-Scholes option-pricing model, and recognized in earnings on a straight-line basis over the employee service period. All Tronox Incorporated options granted in 2012 that did not vest with the Transaction were converted to the Tronox Limited MEIP on the date of the Transaction.

The following table presents a summary of activity for the years ended December 31, 2012 and 2011:

	Number of Options			Weighted Average Exercise Price
Balance at January 1, 2011		—		$	—
Issued		345,000			22.00
Balance at December 31, 2011		345,000		$	22.00
Issued		172,330			29.69
Converted in connection with the Transaction		(517,330	)		24.56
Outstanding at December 31, 2012		—		$	—

22. Pension and Other Postretirement Healthcare Benefits

We sponsor a noncontributory defined benefit retirement plan (qualified) in the United States, a contributory defined benefit retirement plan in The Netherlands, a U.S. contributory postretirement healthcare plan, and a South Africa postretirement healthcare plan.

U.S. Plans

Qualified Retirement Plan—We sponsor a noncontributory qualified defined benefit plan (funded) (the “U.S. Qualified Plan”) in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Code. We made contributions into funds managed by a third-party, and those funds are held exclusively for the benefit of the plan participants. Benefits under the U.S. Qualified Plan were generally calculated based on years of service and final average pay. The U.S. Qualified Plan was frozen and closed to new participants on June 1, 2009.

Postretirement Healthcare Plan—We sponsor an unfunded U.S. postretirement healthcare plan. Under the plan, substantially all U.S. employees are eligible for postretirement healthcare benefits provided they reach retirement age while working for us. The plan provides medical and dental benefits to U.S. retirees and their eligible dependents.

Foreign Plans

Netherlands Plan—On January 1, 2007, we established the TDF-Botlek Pension Fund Foundation (the “Netherlands Plan”) to provide defined pension benefits to qualifying employees of Tronox Pigments (Holland) B.V. and its related companies. The Netherlands Plan is a contributory benefit plan under which participants contribute 4% of the costs. Contributions by us and participants are held in the fund for the sole benefit of the participants. Benefits are determined by applying the benefit formula to the pensionable salary, and are payable to participants upon retirement. Under The Netherlands Plan, a participant’s surviving spouse and children are entitled to benefits subject to certain benefit thresholds.

South Africa Postretirement Healthcare Plan—As part of the Transaction, we established a post-employment healthcare plan, which provides medical and dental benefits to certain Namakwa Sands employees, retired employees and their registered dependents (the “South African Plan”). The South African Plan provides benefits as follows: (i) members employed before March 1, 1994 receive 100% post-retirement and death-in-service benefits; (ii) members employed on or after March 1, 1994 but before January 1, 2002 receive 2% per year of completed service subject to a maximum of 50% post-retirement and death-in-service benefits; and, (iii) members employed on or after January 1, 2002 receive no post-retirement and death-in-service benefits.

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Plan Financial Information

Benefit Obligations and Funded Status — The following provides a reconciliation of beginning and ending benefit obligations, beginning and ending plan assets, funded status, and balance sheet classification of our pension and postretirement healthcare plans as of and for the years ended December 31, 2013 and 2012. The benefit obligations and plan assets associated with our principal benefit plans are measured on December 31.

	Retirement Plans						Postretirement Healthcare Plans
	Year Ended December						Year Ended December
	2013			2012			2013			2012
Change in benefit obligations:
Benefit obligation, beginning of year	$	557		$	483		$	19		$	9
Service cost		5			3			1			1
Interest cost		20			22			1			1
Net actuarial (gains) losses		(31	)		78			4			2
Foreign currency rate changes		6			2			(1	)		—
Contributions by plan participants		1			1			—			1
Acquired in the Transaction		—			—			—			7
Plan amendments		(4	)		—			—			—
Benefits paid		(27	)		(29	)		(1	)		(2	)
Administrative expenses		(3	)		(3	)		—			—
Benefit obligation, end of year		524			557			23			19
Change in plan assets:
Fair value of plan assets, beginning of year		398			350			—			—
Actual return on plan assets		19			47			—			—
Employer contributions (1)		5			30			1			1
Participant contributions		1			1			—			1
Foreign currency rate changes		5			2			—			—
Benefits paid (1)		(27	)		(29	)		(1	)		(2	)
Administrative expenses		(3	)		(3	)		—			—
Fair value of plan assets, end of year		398			398			—			—
Net over (under) funded status of plans	$	(126	)	$	(159	)	$	(23	)	$	(19	)
Classification of amounts recognized in the Consolidated Balance Sheets:
Accrued liabilities	$	—		$	—		$	(1	)	$	(2	)
Pension and postretirement healthcare benefits		(126	)		(159	)		(22	)		(17	)
Total liabilities		(126	)		(159	)		(23	)		(19	)
Accumulated other comprehensive loss		60			94			9			6
Total	$	(66	)	$	(65	)	$	(14	)	$	(13	)

(1) We expect 2014 contributions to be approximately $5 million for The Netherlands plan and $17 million for the U.S. qualified retirement plan, while net benefits paid are expected to be approximately $1 million for the U.S. postretirement healthcare plan.

At December 31, 2013, our U.S. qualified retirement plan was in an underfunded status of $106 million. As a result, we have a projected minimum funding requirement of $13 million for 2013, which will be payable in 2014.

	December 31, 2013						December 31, 2012
	U.S. Qualified Plan			The Netherlands Retirement Plan			U.S. Qualified Plan			The Netherlands Retirement Plan
Accumulated benefit obligation	$	378		$	127		$	420		$	117
Projected benefit obligation		(378	)		(146	)		(420	)		(137	)
Fair value of plan assets		272			126			286			112
Funded status — underfunded	$	(106	)	$	(20	)	$	(134	)	$	(25	)

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Expected Benefit Payments — The following table shows the expected cash benefit payments for the next five years and in the aggregate for the years 2019 through 2023:

	2014		2015		2016		2017		2018		2019- 2023
Retirement Plans (1)	$	32	$	31	$	30	$	30	$	30	$	150
Postretirement Healthcare Plan	$	1	$	1	$	1	$	1	$	1	$	7

(1) Includes benefit payments expected to be paid from the U.S. qualified retirement plan of $28 million, $27 million, $27 million, $26 million and $26 million in each year, 2014 through 2018, respectively, and $127 million in the aggregate for the period 2019 through 2023.

Retirement and Postretirement Healthcare Expense — The table below presents the components of net periodic cost (income) associated with the U.S. and foreign plans recognized in the Consolidated Statements of Operations for the years ended December 31, 2013 and 2012, eleven months ended December 31, 2011 and one month ended January 31, 2011:

	Retirement Plans												Postretirement Healthcare Plans
	Successor									Predecessor			Successor						Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
Net periodic cost:
Service cost	$	5		$	3		$	3		$	—		$	1	$	1	$	1	$	—
Interest cost		20			22			21			2			1		1		—		—
Expected return on plan assets		(20	)		(21	)		(20	)		(2	)		—		—		—		—
Net amortization of prior service credit		—			—			—			—			—		—		—		(1	)
Net amortization of actuarial loss		2			—			—			1			—		—		—		—
Total net periodic cost (income)	$	7		$	4		$	4		$	1		$	2	$	2	$	1	$	(1	)

Pretax amounts that are expected to be reclassified from “Accumulated other comprehensive income” on the Consolidated Balance Sheets to retirement expense during 2014 related to unrecognized actuarial losses are $1 million and $1 million for retirement and postretirement healthcare plans, respectively.

Assumptions — The following weighted average assumptions were used to determine net periodic cost:

	2013						2012						2011
	United States			Netherlands			United States			Netherlands			United States			Netherlands
Discount rate (1)		3.75	%		3.50	%		4.50	%		5.25	%		5.25	%		5.25	%
Expected return on plan assets		5.30	%		4.75	%		5.75	%		5.25	%		6.44	%		5.25	%
Rate of compensation increases		—			3.50	%		—			3.50	%		—			3.50	%

The following weighted average assumptions were used in estimating the actuarial present value of the plans’ benefit obligations:

	2013						2012						2011
	United States			Netherlands			United States			Netherlands			United States			Netherlands
Discount rate		4.50	%		3.50	%		3.75	%		3.50	%		4.50	%		5.25	%
Rate of compensation increases		—			3.25	%		—			3.50	%		—			3.50	%

The following weighted average assumptions were used in determining the actuarial present value of the South African Postretirement Healthcare Plan:

	2013			2012			2011
Discount rate		10.14	%		9.45	%		—

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Expected Return on Plan Assets — In forming the assumption of the U.S. long-term rate of return on plan assets, we took into account the expected earnings on funds already invested, earnings on contributions expected to be received in the current year, and earnings on reinvested returns. The long-term rate of return estimation methodology for U.S. plans is based on a capital asset pricing model using historical data and a forecasted earnings model. An expected return on plan assets analysis is performed which incorporates the current portfolio allocation, historical asset-class returns, and an assessment of expected future performance using asset-class risk factors. Our assumption of the long-term rate of return for The Netherlands plan was developed considering the portfolio mix and country-specific economic data that includes the rates of return on local government and corporate bonds.

Discount Rate — The discount rates selected for estimation of the actuarial present value of the benefit obligations for both U.S. plans were 4.50% and 3.75% as of December 31, 2013 and 2012, respectively. The 2013 and 2012 rates were selected based on the results of a cash flow matching analysis, which projected the expected cash flows of the plans using a yield curves model developed from a universe of Aa-graded U.S. currency corporate bonds (obtained from Bloomberg) with at least $50 million outstanding. Bonds with features that imply unreliable pricing, a less than certain cash flow, or other indicators of optionality are filtered out of the universe. The remaining universe is categorized into maturity groups, and within each of the maturity groups yields are ranked into percentiles. For 2011, the discount rate for our U.S. qualified plan and postretirement healthcare plan was based on a discounted cash flow analysis performed by our independent actuaries utilizing the Citigroup Pension Discount Curve as of the end of the year.

Health Care Cost Trend Rates — At December 31, 2013, the assumed health care cost trend rates used to measure the expected cost of benefits covered by the U.S. postretirement healthcare plan was 8% in 2014, gradually declining to 5% in 2020 and thereafter. A 1% increase in the assumed health care cost trend rate for each future year would increase the accumulated postretirement benefit obligation at December 31, 2013 by $2 million, while the aggregate of the service and interest cost components of the 2013 net periodic postretirement cost would increase by less than $1 million. A 1% decrease in the trend rate for each future year would reduce the accumulated benefit obligation at December 31, 2013 by $1 million and decrease the aggregate of the service and interest cost components of the net periodic postretirement cost for 2013 by less than $1 million.

Plan Assets — Asset categories and associated asset allocations for our funded retirement plans at December 31, 2013 and 2012:

	December 31,
	2013						2012
	Actual			Target			Actual			Target
United States:
Equity securities		38	%		38	%		38	%		38	%
Debt securities		61			62			61			62
Cash and cash equivalents		1			—			1			—
Total		100	%		100	%		100	%		100	%
Netherlands:
Equity securities		36	%		35	%		41	%		40	%
Debt securities		55			62			53			55
Cash and cash equivalents		9			3			6			5
Total		100	%		100	%		100	%		100	%

The U.S. plan is administered by a board-appointed committee that has fiduciary responsibility for the plan’s management. The committee maintains an investment policy stating the guidelines for the performance and allocation of plan assets, performance review procedures and updating of the policy. At least annually, the U.S. plan’s asset allocation guidelines are reviewed in light of evolving risk and return expectations.

Substantially all of the plan’s assets are invested with nine equity fund managers, three fixed-income fund managers and one money-market fund manager. To control risk, equity fund managers are prohibited from entering into the following transactions, (i) investing in commodities, including all futures contracts, (ii) purchasing letter stock, (iii) short selling, and (iv) option trading. In addition, equity fund managers are prohibited from purchasing on margin and are prohibited from purchasing Tronox securities. Equity managers are monitored to ensure investments are in line with their style and are generally permitted to invest in U.S. common stock, U.S. preferred stock, U.S. securities convertible into common stock, common stock of foreign companies listed on major U.S. exchanges, common stock of foreign companies listed on foreign exchanges, covered call writing, and cash and cash equivalents.

Fixed-income fund managers are prohibited from investing in (i) direct real estate mortgages or commingled real estate funds, (ii) private placements above certain portfolio thresholds, (iii) tax exempt debt of state and local governments above certain portfolio thresholds, (iv) fixed income derivatives that would cause leverage, (v) guaranteed investment contracts, and (vi) Tronox securities. They are permitted to invest in debt securities issued by the U.S. government, its agencies or instrumentalities, commercial paper rated

85

A3/P3, FDIC insured certificates of deposit or bankers’ acceptances and corporate debt obligations. Each fund manager’s portfolio has an average credit rating of A or better.

The Netherlands plan is administered by a pension committee representing the employer, the employees, and the pensioners. The pension committee has six members, whereby three members are elected by the employer, two members are elected by the employees and one member is elected by the pensioners, and each member has one vote. The pension committee meets at least quarterly to discuss regulatory changes, asset performance, and asset allocation. The plan assets are managed by one Dutch fund manager against a mandate set at least annually by the pension committee. In accordance with policies set by the pension committee, a new fund manager was appointed effective December 1, 2006. Simultaneous with the change in fund manager, the asset allocation was modified using committee policy guidelines. The plan assets are evaluated annually by a multinational benefits consultant against state defined actuarial tests to determine funding requirements.

The fair values of pension investments as of December 31, 2013 are summarized below:

	U.S. Pension
	Fair Value Measurement at December 31, 2013, 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	$	—		$	104	(1)	$	—	$	104
Debt securities
Corporate		—			3	(5)		—		3
Government		10	(4)		1	(5)		—		11
Mortgages		—			10	(5)		—		10
Commingled Fixed Income Funds		—			141	(2)		—		141
Cash & cash equivalents
Commingled Cash Equivalents Fund		—			3	(3)		—		3
Total at fair value	$	10		$	262		$	—	$	272

(1) For commingled equity funds owned by the funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(2) For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(3) For commingled cash equivalents funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(4) For government debt securities that are traded on active exchanges, fair value is based on observable quoted prices, which are Level 1 inputs.

(5) For corporate, government, and mortgage related debt securities, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

	Netherlands Pension
	Fair Value Measurement at December 31, 2013, 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	$	—	$	48	(1)	$	—	$	48
Debt securities — Non-U.S. Pooled Funds		—		70	(2)		—		70
Cash		—		8			—		8
Total at fair value	$	—	$	126		$	—	$	126

(1) For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed as a Level 2 input.

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(2) For pooled fund debt securities, the fair value is based on observable inputs, but do not solely rely on quoted market prices, and therefore are deemed Level 2 inputs.

The fair values of pension investments as of December 31, 2012 are summarized below:

	U.S. Pension
	Fair Value Measurement at December 31, 2012, 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	$	—		$	110	(1)	$	—	$	110
Debt securities
Corporate		—			8	(5)		—		8
Government		11	(4)		1	(5)		—		12
Mortgages		—			16	(5)		—		16
Commingled Fixed Income Funds		—			137	(2)		—		137
Cash & cash equivalents
Commingled Cash Equivalents Fund		—			3	(3)		—		3
Total at fair value	$	11		$	275		$	—	$	286

(1) For commingled equity funds owned by the funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(2) For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(3) For commingled cash equivalents funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(4) For government debt securities that are traded on active exchanges, fair value is based on observable quoted prices, which are Level 1 inputs.

(5) For corporate, government, and mortgage related debt securities, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

	Netherlands Pension
	Fair Value Measurement at December 31, 2012, 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	$	—	$	46	(1)	$	—	$	46
Debt securities — Non-U.S. Pooled Funds		—		60	(2)		—		60
Cash		—		6			—		6
Total at fair value	$	—	$	112		$	—	$	112

(1) For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed as 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 therefore are deemed Level 2 inputs.

Defined Contribution Plans

U.S. Savings Investment Plan

On March 30, 2006, we established the U.S. Savings Investment Plan (the “SIP”), a qualified defined contribution plan under section 401(k) of the Internal Revenue Code. Under the SIP, our regular full-time and part-time employees contribute a portion of their earnings, and we match these contributions up to a predefined threshold. During 2013, our matching contribution was 100% of

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the first 6% of employee contributions. During 2011 and 2012, our matching contribution was 100% of the first 3% of employees’ contribution and 50% of the next 3%. Effective January 1, 2012, the Board increased the discretionary contribution to 7.5% of employee pay for 2012 from 6% during 2011. The discretionary contribution is subject to approval each year by the Board. Our matching contribution to the SIP vests immediately; however, our discretionary contribution is subject to vesting conditions that must be satisfied over a three year vesting period. Contributions under SIP, including our match, are invested in accordance with the investment options elected by plan participants. Compensation expense associated with our matching contribution to the SIP was $3 million, $2 million, and $2 million during 2013, 2012, and 2011, respectively. Compensation expense associated with our discretionary contribution was $4 million, $4 million, and $3 million during 2013, 2012, and 2011, respectively.

U.S. Savings Restoration Plan

On March 30, 2006, we established the U.S. Savings Restoration Plan (the “SRP”), a nonqualified defined contribution plan, for employees whose eligible compensation is expected to exceed the IRS compensation limits for qualified plans. Under the SRP, participants can contribute up to 20% of their annual compensation and incentive. Our matching contribution under the SRP is the same as the SIP. Our matching contribution under this plan vests immediately to plan participants. Contributions under the SRP, including our match, are invested in accordance with the investment options elected by plan participants. Compensation expense associated with our matching contribution to the SRP was less than $1 million, $1 million, and $1 million during 2013, 2012, and 2011, respectively.

23. Cash Flows Statement Data

Other noncash items included in the reconciliation of net income to net cash flows from operating activities include the following:

	Successor								Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012		Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Amortization of fair value inventory step-up and unfavorable ore contracts liability	$	(32	)	$	152	$	—		$	—
Net gain on liquidation of non-operating subsidiaries		(24	)		—		—			—
Accrued transfer taxes		—			37		—			—
Other net adjustments		(1	)		12		(7	)		—
Total	$	(57	)	$	201	$	(7	)	$	—

Cash flows from investing and financing activities for 2013 exclude $13 million related to new lease financing in “Capital expenditures” and “Proceeds from borrowings,” respectively.

24. Related Party Transactions

Prior to the Transaction Date, Tronox Incorporated conducted transactions with Exxaro Australia Sands Pty Ltd, Tronox Incorporated’s 50% partner in the Tiwest Joint Venture. Tronox Incorporated purchased, at open market prices, raw materials used in its production of TiO₂, as well as Exxaro Australia Sands Pty Ltd’s share of TiO₂ produced by the Tiwest Joint Venture. Tronox Incorporated also provided administrative services and product research and development activities, which were reimbursed by Exxaro. During 2012 and 2011, Tronox Incorporated made payments of $173 million and $360 million, respectively, and received payments of $9 million and $8 million, respectively. Subsequent to the Transaction Date, such transactions are considered intercompany transactions and are eliminated in consolidation.

Subsequent to the Transaction, we have service level agreements with Exxaro for services such as tax preparation, information technology services, research and development, and treasury, which amounted to $5 million and $7 million during 2013 and 2012, respectively.

25. Segment Information

The reportable segments presented below represent our operating segments for which separate financial information is available and which is utilized on a regular basis by our chief operating decision maker to assess performance and to allocate resources. In identifying our reportable segments, we also considered the nature of services provided by our operating segments. We have two reportable segments, Mineral Sands and Pigment. Our Mineral Sands segment includes the exploration, mining, and beneficiation of mineral sands deposits, as well as heavy mineral production, and produces titanium feedstock, including chloride slag, slag fines, and

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rutile, as well as pig iron and zircon. Our Pigment segment primarily produces and markets TiO₂. Corporate and Other is comprised of our electrolytic manufacturing and marketing operations, all of which are located in the United States, as well as our corporate activities.

Segment performance is evaluated based on segment operating profit (loss), which represents the results of segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, environmental provisions, net of reimbursements, related to sites no longer in operation, interest expense, other income (expense), and income tax expense or benefit.

Net sales and income from operations by segment were as follows:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Mineral Sands segment	$	1,103		$	760		$	160		$	8
Pigment segment		1,169			1,246			1,327			89
Corporate and Other		128			128			133			14
Eliminations		(478	)		(302	)		(77	)		(3	)
Net Sales (1)	$	1,922		$	1,832		$	1,543		$	108
Mineral Sands segment	$	238		$	156		$	42		$	2
Pigment segment		(179	)		57			323			20
Corporate and Other		(70	)		(139	)		(54	)		(1	)
Eliminations		14			(49	)		(9	)		(1	)
Income from operations		3			25			302			20
Interest and debt expense		(130	)		(65	)		(30	)		(3	)
Gain on bargain purchase		—			1,055			—			—
Reorganization income		—			—			—			613
Other income (expense)		66			(7	)		(10	)		2
Income (loss) before income taxes		(61	)		1,008			262			632
Income tax benefit (provision)		(29	)		125			(20	)		(1	)
Net income (loss)	$	(90	)	$	1,133		$	242		$	631

(1) Net sales to external customers, by geographic region, based on country of production, were as follows:

	Successor						Predecessor
	Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
U.S. operations	$	793	$	843	$	793	$	60
International operations:
Australia		424		443		475		33
The Netherlands		224		248		275		15
South Africa		481		298		—		—
Total	$	1,922	$	1,832	$	1,543	$	108

During 2013, our ten largest pigment customers and our ten largest third-party mineral sands customers represented approximately 27% and 13%, respectively, of net sales; however, no single customer accounted for more than 10% of total net sales.

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Depreciation, amortization and depletion by segment was as follows:

	Successor						Predecessor
	Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
Mineral Sands segment	$	234	$	125	$	—	$	—
Pigment segment		83		71		67		3
Corporate and Other		16		15		12		1
Total	$	333	$	211	$	79	$	4

Capital expenditures by segment were as follows:

	Successor						Predecessor
	Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
Mineral Sands segment	$	107	$	96	$	—	$	—
Pigment segment		49		39		117		4
Corporate and Other		16		31		16		2
Total	$	172	$	166	$	133	$	6

Total assets by segment were as follows:

	December 31,
	2013			2012
Mineral Sands segment	$	2,957		$	3,164
Pigment segment		1,559			1,680
Corporate and Other		1,227			725
Eliminations		(44	)		(58	)
Total	$	5,699		$	5,511

Property, plant and equipment, net and mineral leaseholds, net, by geographic region, were as follows:

	December 31, 2013		December 31, 2012
U.S. operations	$	203	$	196
International operations:
South Africa		1,008		1,263
Australia		1,208		1,348
The Netherlands		55		55
Total	$	2,474	$	2,862

26. Acquisition of the Mineral Sands Business

On September 25, 2011, Tronox Incorporated entered into the Transaction Agreement with Exxaro to acquire 74% of Exxaro’s mineral sands operations. We accounted for the Transaction under ASC 805, Business Combinations, (“ASC 805”), which requires recording assets and liabilities at fair value. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liability assumed was recorded based on their preliminary estimated fair values on the Transaction Date.

Because the total consideration transferred was less than the fair value of the net assets acquired, the excess of the fair value of the net assets acquired over the value of consideration was recorded as a bargain purchase gain. The valuations were derived from fair value assessments and assumptions used by management. The measurement period ended in June 2013. The bargain purchase gain was not taxable for income tax purposes. See Note 6 for a discussion of the tax impact of the Transaction.

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	Valuation
Consideration:
Number of Class B Shares (1)		9,950,856
Fair value of Class B Shares on the Transaction Date		137.70
Fair value of equity issued (2)		1,370
Cash paid		1
Noncontrolling interest (3)		233
	$	1,604
Fair Value of Assets Acquired and Liabilities Assumed:
Current Assets:
Cash and cash equivalents	$	115
Accounts receivable, net of allowance for doubtful accounts		196
Inventories		553
Prepaid and other assets		20
Total Current Assets		884
Noncurrent Assets:
Property, plant and equipment, net (4)		880
Mineral leaseholds, net (5)		1,457
Intangibles, net (4)		12
Long-term deferred tax asset		30
Other long-term assets, net		19
Total Assets	$	3,282
Current Liabilities:
Accounts payable		110
Accrued liabilities		25
Unfavorable contracts (6)		85
Short-term debt		75
Deferred tax liabilities		14
Income taxes payable		2
Total Current Liabilities		311
Noncurrent Liabilities:
Long-term debt		19
Long-term deferred tax liability		209
Asset retirement obligations		57
Other long-term liabilities		27
Total Liabilities		623
Net Assets	$	2,659
Gain on Bargain Purchase	$	1,055

(1) The number of Class B Shares issued in connection with the Transaction has not been restated to affect for the 5-for-1 share split as discussed in Note 19.

(2) The fair value of the Class B shares issued was determined based the closing market price of Tronox Incorporated’s common shares on June 14^, 2012, less a 15% discount for marketability due to a restriction that the shares cannot be sold for a period of at least three years following the Transaction Date.

(3) The fair value of the noncontrolling interest is based upon a structured arrangement with Tronox Limited, which allows the ownership interest to be exchanged for approximately 1.45 million additional Class B shares on the earlier of the 10 year anniversary of the Transaction Date or the date when the South African Department of Mineral Resources determines that ownership is no longer required under the BEE legislation.

(4) The fair value of property, plant and equipment and internal use software 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.

(5) The fair value of mineral rights was determined using the Discounted Cash Flow (“DCF” ) 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. Discount rates of 17% for South Africa and 15.5% for Australia were

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used taking into account the risks associated with such assets, as well as the economic and political environment where each asset is located.

(6) The fair value of unfavorable contracts was determined by multiplying the committed tonnage in each contract by the difference between the committed prices in the contract versus the estimated market price over the term of the contract.

27. Emergence from Chapter 11

On January 12, 2009, the petition date, Tronox Incorporated and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 cases were consolidated for the purpose of joint administration.

In May 2009, we commenced an adversary proceeding in the Bankruptcy Court against Kerr-McGee and its new parent, Anadarko, related to the 2005 Spin-Off of Tronox (Tronox Inc. v. Anadarko (In re Tronox Inc.), 09-1198, U.S. Bankruptcy Court, Southern District New York (Manhattan)) (the “Anadarko Litigation”). Pursuant to the Plan, we assigned the rights to any pre-tax proceeds that may be recovered in the Anadarko Litigation to our creditors.

On November 30, 2010 (the “Confirmation Date”), the Bankruptcy Court entered an order confirming the Debtors’ First Amended Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, dated November 5, 2010 (as amended and confirmed, the “Plan”). Material conditions to the Plan were resolved during the period from the Confirmation Date until January 26, 2011, and subsequently, on February 14, 2011 (the “Effective Date”), the Debtors emerged from bankruptcy and continued operations as reorganized Tronox Incorporated. On June 13, 2013, the Bankruptcy Court entered a Final Decree and ordered that the bankruptcy cases, other than the adversary proceedings with Anadarko, be closed.

On December 12, 2013, the Bankruptcy Court ruled in the case of Tronox Incorporated vs. Anadarko. Ruling in favor of the plaintiff, the Bankruptcy Court found that Kerr-McGee acted with intent to delay, and hinder Tronox’s creditors when it spun off Tronox Incorporated. The court held Anadarko liable and indicated ultimate damages in the range of $5 billion to $14 billion, subject to a set off against claims that Anadarko filed as a creditor in Tronox Incorporated’s 2009 bankruptcy filing. The value of those claims will be determined following the submission of additional court papers.

Tronox will receive no immediate or direct benefit from such ruling. Instead, 88% of the judgment will go to trusts and other governmental entities to remediate polluted sites. The remaining 12 percent of any funds ultimately received will be distributed to a tort trust to compensate individuals injured as a result of Kerr-McGee’s environmental failures.

Tronox received a private letter ruling from the U.S. Internal Revenue Service confirming that the trusts that held the claims against Anadarko are grantor trusts of Tronox solely for federal income tax purposes. As a result, subject to a final damages determination by the court and potential appeal, Tronox Limited should be entitled to tax deductions equal to the amount spent by the trusts to remediate environmental matters and to compensate the injured individuals. These deductions will accrue over the life of the trusts as the funds received by the judgment are spent. Tronox believes that these expenditures and the accompanying tax deductions may continue for decades, and therefore, it expects that this tax benefit may continue for a lengthy period.

28. Guarantor Condensed Consolidating Financial Statements

Our obligations under the Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by each current and future U.S. restricted subsidiary, other than excluded subsidiaries that guarantee any indebtedness of Tronox Limited or our restricted subsidiaries. Our subsidiaries that do not guarantee the Senior Notes are referred to as the “Non-Guarantor Subsidiaries.” The Guarantor Condensed Consolidating Financial Data presented below presents the statements of operations, statements of comprehensive income, balance sheets and statements of cash flow data for: (i) Tronox Limited (the “Parent Company”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis (which is derived from Tronox historical reported financial information); (ii) the Parent Company, alone (accounting for our Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on an equity basis under which the investments are recorded by each entity owning a portion of another entity at cost, adjusted for the applicable share of the subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes); (iii) the Guarantor Subsidiaries alone; and, (iv) the Non-Guarantor Subsidiaries alone.

The guarantor condensed consolidating financial statements are presented on a legal entity basis, not on a business segment basis.

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GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended December 31, 2013

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,922		$	(330	)	$	—		$	1,297		$	955
Cost of goods sold		1,732			(337	)		—			1,242			827
Gross Profit		190			7			—			55			128
Selling, general and administrative expenses		(187	)		4			(34	)		(113	)		(44	)
Income (Loss) from Operations		3			11			(34	)		(58	)		84
Interest and debt expense		(130	)		—			547			(644	)		(33	)
Other income (expense)		66			(43	)		1			(14	)		122
Equity in earnings of subsidiary		—			473			(473	)		—			—
Income (Loss) before Income Taxes		(61	)		441			41			(716	)		173
Income tax benefit (provision)		(29	)		—			(166	)		168			(31	)
Net Income (Loss)		(90	)		441			(125	)		(548	)		142
Income attributable to noncontrolling interest		36			—			—			36			—
Net Income (Loss) attributable to Tronox Limited	$	(126	)	$	441		$	(125	)	$	(584	)	$	142

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,832		$	(153	)	$	—		$	1,340		$	645
Cost of goods sold		1,568			(104	)		—			1,057			615
Gross Profit		264			(49	)		—			283			30
Selling, general and administrative expenses		(239	)		4			(98	)		(115	)		(30	)
Income (Loss) from Operations		25			(45	)		(98	)		168			—
Interest and debt expense		(65	)		—			297			(356	)		(6	)
Other income (expense)		(7	)		432			(95	)		(337	)		(7	)
Gain on bargain purchase		1,055			—			1,055			—			—
Equity in earnings of subsidiary		—			1,142			(1,144	)		2			—
Income (Loss) before Income Taxes		1,008			1,529			15			(523	)		(13	)
Income tax benefit (provision)		125			—			(60	)		139			46
Net Income (Loss)		1,133			1,529			(45	)		(384	)		33
Loss attributable to noncontrolling interest		(1	)		—			—			(1	)		—
Net Income (Loss) attributable to Tronox Limited	$	1,134		$	1,529		$	(45	)	$	(383	)	$	33

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GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,543		$	9		$	—	$	1,207		$	327
Cost of goods sold		1,104			22			—		856			226
Gross Profit		439			(13	)		—		351			101
Selling, general and administrative expenses		(152	)		3			—		(142	)		(13	)
Litigation/arbitration settlement		10			—			—		10			—
Environmental remediation and restoration reimbursements, net		5			—			—		5			—
Income (Loss) from Operations		302			(10	)		—		224			88
Interest and debt expense		(30	)		—			—		(20	)		(10	)
Other income (expense)		(10	)		31			—		(35	)		(6	)
Equity in earnings of subsidiary		—			(72	)		—		72			—
Income (Loss) before Income Taxes		262			(51	)		—		241			72
Income tax benefit (provision)		(20	)		—			—		6			(26	)
Net Income (Loss)	$	242		$	(51	)	$	—	$	247		$	46

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	108		$	(23	)	$	—	$	111		$	20
Cost of goods sold		83			(22	)		—		89			16
Gross Profit		25			(1	)		—		22			4
Selling, general and administrative expenses		(5	)		1			—		(5	)		(1	)
Income from Operations		20			—			—		17			3
Interest and debt expense		(3	)		—			—		(3	)		—
Other income		615			2			—		550			63
Equity in earnings of subsidiary		—			(63	)		—		63			—
Income (Loss) before Income Taxes		632			(61	)		—		627			66
Income tax benefit (provision)		(1	)		—			—		(1	)		—
Net Income (Loss)	$	631		$	(61	)	$	—	$	626		$	66

94

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31, 2013

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	(90	)	$	441	$	(125	)	$	(548	)	$	142
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(289	)		—		—			23			(312	)
Pension and postretirement plans		30			—		—			26			4
Other comprehensive income (loss)		(259	)		—		—			49			(308	)
Total Comprehensive Income (Loss)		(349	)		441		(125	)		(499	)		(166	)
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income		36			—		—			36			—
Foreign currency translation adjustments		(70	)		—		—			(70	)		—
Comprehensive income (loss) attributable to noncontrolling interest		(34	)		—		—			(34	)		—
Comprehensive Income (Loss) Attributable to Tronox Limited	$	(315	)	$	441	$	(125	)	$	(465	)	$	(166	)

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	1,133		$	1,529	$	(45	)	$	(384	)	$	33
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		11			19		—			(2	)		(6	)
Pension and postretirement plans		(48	)		—		—			(47	)		(1	)
Other comprehensive income (loss)		(37	)		19		—			(49	)		(7	)
Total Comprehensive Income (Loss)		1,096			1,548		(45	)		(433	)		26
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net loss		(1	)		—		—			(1	)		—
Foreign currency translation adjustments		1			—		—			1			—
Comprehensive income (loss) attributable to noncontrolling interest		—			—		—			—			—
Comprehensive Income (Loss) Attributable to Tronox Limited	$	1,096		$	1,548	$	(45	)	$	(433	)	$	26

95

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	242		$	(51	)	$	—	$	247		$	46
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(6	)		—			—		(130	)		124
Pension and postretirement plans		(51	)		—			—		(37	)		(14	)
Other comprehensive income (loss)		(57	)		—			—		(167	)		110
Total Comprehensive Income (Loss)	$	185		$	(51	)	$	—	$	80		$	156

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	631		$	(61	)	$	—	$	626	$	66
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		1			—			—		—		1
Pension and postretirement plans		(1	)		—			—		—		(1	)
Other comprehensive income (loss)		—			—			—		—		—
Total Comprehensive Income (Loss)	$	631		$	(61	)	$	—	$	626	$	66

GUARANTOR CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2013

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
ASSETS
Cash and cash equivalents	$	1,478	$	—		$	179		$	1,094		$	205
Investment in subsidiaries		—		(952	)		(1,095	)		1,590			457
Other current assets		1,175		(9,645	)		6,599			2,125			2,096
Property, plant and equipment, net		1,258		—			—			710			548
Mineral leaseholds, net		1,216		—			—			701			515
Other long-term assets		572		—			88			376			108
Total Assets	$	5,699	$	(10,597	)	$	5,771		$	6,596		$	3,929
LIABILITIES AND EQUITY
Current liabilities	$	363	$	(2,333	)	$	658		$	1,801		$	237
Long-term debt		2,395		(7,268	)		825			7,272			1,566
Other long-term liabilities		504		—			—			236			268
Total Liabilities		3,262		(9,601	)		1,483			9,309			2,071
Total Equity		2,437		(996	)		4,288			(2,713	)		1,858
Total Liabilities and Equity	$	5,699	$	(10,597	)	$	5,771		$	6,596		$	3,929

96

GUARANTOR CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2012

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
ASSETS
Cash and cash equivalents	$	716	$	—		$	533		$	85		$	98
Investment in subsidiaries		—		(1,595	)		(622	)		1,760			457
Other current assets		1,457		(8,298	)		6,047			2,178			1,530
Property, plant and equipment, net		1,423		—			—			748			675
Mineral leaseholds, net		1,439		—			—			796			643
Other long-term assets		476		—			(3	)		398			81
Total Assets	$	5,511	$	(9,893	)	$	5,955		$	5,965		$	3,484
LIABILITIES AND EQUITY
Current liabilities	$	467	$	(1,023	)	$	560		$	574		$	356
Long-term debt		1,605		(7,223	)		882			7,188			758
Other long-term liabilities		557		—			—			249			308
Total Liabilities		2,629		(8,246	)		1,442			8,011			1,422
Total Equity		2,882		(1,647	)		4,513			(2,046	)		2,062
Total Liabilities and Equity	$	5,511	$	(9,893	)	$	5,955		$	5,965		$	3,484

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended December 31, 2013

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	(90	)	$	441		$	(125	)	$	(548	)	$	142
Other		427			(441	)		(116	)		1,628			(644	)
Cash provided by (used in) operating activities		337			—			(241	)		1,080			(502	)
Cash Flows from Investing Activities:
Capital expenditures		(172	)		—			—			(71	)		(101	)
Proceeds from the sale of assets		1			—			—			—			1
Cash used in investing activities		(171	)		—			—			(71	)		(100	)
Cash Flows from Financing Activities
Repayments of debt		(189	)		—			—			—			(189	)
Proceeds from borrowings		945			—			—			—			945
Debt issuance costs		(29	)		—			—			—			(29	)
Dividends paid		(115	)		—			(115	)		—			—
Proceeds from the conversion of warrants		2			—			2			—			—
Cash provided by (used in) financing activities		614			—			(113	)		—			727
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(18	)		—			—			—			(18	)
Net Increase (Decrease) in Cash and Cash Equivalents		762			—			(354	)		1,009			107
Cash and Cash Equivalents at Beginning of Period		716			—			533			85			98
Cash and Cash Equivalents at End of Period	$	1,478		$	—		$	179		$	1,094		$	205

97

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	1,133		$	1,529		$	(45	)	$	(384	)	$	33
Gain on bargain purchase		(1,055	)		—			(1,055	)		—			—
Other		40			(1,529	)		2,098			(14	)		(515	)
Cash provided by (used in) operating activities		118			—			998			(398	)		(482	)
Cash Flows from Investing Activities:
Capital expenditures		(166	)		—			—			(89	)		(77	)
Net cash received in acquisition of mineral sands business		114			—			114			—			—
Cash provided by (used in) investing activities		(52	)		—			114			(89	)		(77	)
Cash Flows from Financing Activities
Repayments of debt		(585	)		—			—			(481	)		(104	)
Proceeds from borrowings		1,707			—			—			960			747
Debt issuance costs		(38	)		—			—			(19	)		(19	)
Dividends paid		(61	)		—			(61	)		—			—
Proceeds from the exercise of warrants		1			—			1			—			—
Merger consideration		(193	)		—			(193	)		—			—
Class A ordinary shares repurchased		(326	)		—			(326	)		—			—
Shares purchased for the Employee Participation Plan		(15	)		—			—			—			(15	)
Cash provided by (used in) financing activities		490			—			(579	)		460			609
Effects of Exchange Rate Changes on Cash and Cash Equivalents		6			—			—			8			(2	)
Net Increase (Decrease) in Cash and Cash Equivalents		562			—			533			(19	)		48
Cash and Cash Equivalents at Beginning of Period		154			—			—			104			50
Cash and Cash Equivalents at End of Period	$	716		$	—		$	533		$	85		$	98

98

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	242		$	(51	)	$	—	$	247		$	46
Other		21			51			—		(36	)		6
Cash provided by operating activities		263			—			—		211			52
Cash Flows from Investing Activities:
Capital expenditures		(133	)		—			—		(125	)		(8	)
Proceeds from the sale of assets		1			—			—		1			—
Cash used in investing activities		(132	)		—			—		(124	)		(8	)
Cash Flows from Financing Activities
Repayments of debt		(45	)		—			—		(45	)		—
Proceeds from borrowings		14			—			—		14			—
Debt issuance costs and commitment fees		(5	)		—			—		(5	)		—
Proceeds from the exercise of warrants		1			—			—		1			—
Cash used in financing activities		(35	)		—			—		(35	)		—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(3	)		—			—		—			(3	)
Net Increase in Cash and Cash Equivalents		93			—			—		52			41
Cash and Cash Equivalents at Beginning of Period		61			—			—		52			9
Cash and Cash Equivalents at End of Period	$	154		$	—		$	—	$	104		$	50

99

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

One Months Ended January 1, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	631		$	(61	)	$	—	$	626		$	66
Reorganization items		(954	)		—			—		(954	)		—
Other		40			61			—		61			(82	)
Cash used in operating activities		(283	)		—			—		(267	)		(16	)
Cash Flows from Investing Activities:
Capital expenditures		(6	)		—			—		(6	)		—
Cash used in investing activities		(6	)		—			—		(6	)		—
Cash Flows from Financing Activities
Proceeds from borrowings		25			—			—		25			—
Debt issuance costs		(2	)		—			—		(2	)		—
Proceeds from the rights offering		185			—			—		185			—
Cash provided by financing activities		208			—			—		208			—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		—			—			—		—			—
Net Decrease in Cash and Cash Equivalents		(81	)		—			—		(65	)		(16	)
Cash and Cash Equivalents at Beginning of Period		142			—			—		117			25
Cash and Cash Equivalents at End of Period	$	61		$	—		$	—	$	52		$	9

29. Quarterly Results of Operations (Unaudited)

The following represents our unaudited quarterly results for the year ended December 31, 2013. These quarterly results were prepared in conformity with generally accepted accounting principles and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results.

	January 1 – March 31			April 1 – June 30			July 1 - September 30			October 1 - December 31
Net sales	$	470		$	525		$	491		$	436
Cost of goods sold		438			475			437			382
Gross Profit		32			50			54			54
Net income (loss)		(45	)		(1	)	$	(41	)	$	(3	)
Net income (loss) attributable to noncontrolling interest		12			12			8			4
Net Income (Loss) attributable to Tronox Limited	$	(57	)	$	(13	)	$	(49	)	$	(7	)
Net income (loss) per share:
Basic	$	(0.50	)	$	(0.11	)	$	(0.43	)	$	(0.06	)
Diluted	$	(0.50	)	$	(0.11	)	$	(0.43	)	$	(0.06	)

100

The following represents our unaudited quarterly results for the year ended December 31, 2012. These quarterly results were prepared in conformity with generally accepted accounting principles and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results. Subsequent to the Transaction, we adjusted the initial valuation, and recorded these adjustments retroactive to the second quarter. As such, the quarterly results of operations for the second and third quarter have been revised.

	January 1 – March 31		April 1 – June 30		July 1 - September 30			October 1 - December 31
Net sales	$	434	$	429	$	487		$	482
Cost of goods sold		277		304		444			543
Gross Profit		157		125		43			(61	)
Net income (loss)	$	86	$	1,144	$	(1	)	$	(96	)
Net income (loss) attributable to noncontrolling interest		—		—		2			(3	)
Net Income (Loss) attributable to Tronox Limited	$	86	$	1,144	$	(3	)	$	(93	)
Net income (loss) per share:
Basic	$	1.14	$	13.46	$	(0.03	)	$	(0.82	)
Diluted	$	1.10	$	13.00	$	(0.03	)	$	(0.82	)

The sum of the quarterly per share amounts may not equal the annual per share amounts due to relative changes in the weighted average number of shares used to calculate net income (loss) per share.

101

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item  9A. Controls and Procedures

(a) Disclosure Controls and Procedures

As of December 31, 2013, our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of December 31, 2013 were effective.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Under the supervision of management and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2013 based on the framework in the 1992 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2013. Grant Thornton, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, has issued an attestation report, which is included elsewhere within this Form 10-K, on the effectiveness of our internal control over financial reporting.

(c) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred in the quarter ended December 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Not Applicable.

PAR T III

Item 10. Directors, Executive Officers and Corporate Governance

Information regarding members of the Board of Directors, including its audit committee and audit committee financial experts, as well as information regarding our Code of Business Conduct and Ethics that applies to our Chief Executive Officer and senior financial officers, will be presented in Tronox Limited’s definitive proxy statement for its 2014 annual general meeting of shareholders, which will be held May 21, 2014, and is incorporated herein by reference. Information regarding our executive officers is included in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant.”

The information required to be furnished pursuant to this item with respect to compliance with Section 16(a) of the Exchange Act will be set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in Tronox Limited’s definitive proxy statement for its 2014 annual general meeting of shareholders, and is incorporated herein by reference.

Item 11. Executive Compensation

Information regarding executive officer and director compensation will be presented in Tronox Limited’s definitive proxy statement for its 2014 annual general meeting of shareholders, which will be held May 21, 2014, and is incorporated herein by reference.

Item  12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Information regarding security ownership of certain beneficial owners and management and related shareholder matters will be presented in Tronox Limited’s definitive proxy statement for its 2014 annual general meeting of shareholders, which will be held May 21, 2014, and is incorporated herein by reference.

102

Equity Compensation Plan Information

The following table provides information as of December 31, 2013 regarding securities issued under the Tronox Limited Management Equity Incentive Plan (the “Tronox Limited MEIP”).

	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		3,546,890		20.67		9,072,579
Equity compensation plans not approved by security holders		—		—		—
Total		3,546,890		20.67		9,072,579

(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.

Item  13. Certain Relationships and Related Transactions, and Director Independence.

Information regarding certain relationships and related transactions will be presented in Tronox Limited’s definitive proxy statement for its 2014 annual general meeting of shareholders, which will be held May 21, 2014, and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services.

Information regarding certain relationships and related transactions will be presented in Tronox Limited’s definitive proxy statement for its 2014 annual general meeting of shareholders, which will be held May  21, 2014, and is incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this Annual Report on Form 10-K:

1. Consolidated Financial Statements

Reference is made to the Index to Consolidated Financial Statements and Consolidated Financial Statement Schedules appearing at “Item 8. Financial Statements and Supplementary Data” in this report.

2. Consolidated Financial Statement Schedules

All financial statement schedules are omitted as they are inapplicable, or the required information has been included in the consolidated financial statements or notes thereto.

103

3. Exhibits

Exhibit No.
10.1	Entry into a Material Definitive Agreement, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers filed on Form 8-K Current Report filed Aug 7, 2013.
10.3*	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.
12.1*	Ratio of Earnings to Fixed Charges.
14.1*	Tronox Code of Business Conduct, Code of Ethics.
20.1	Form 8-K Current Report filed September 20, 2013, Other Events, Issuance of Senior Notes.
20.2	Form 8-K Current Report filed Sep 20, 2013.
20.3	Form S-4/A Registration Statement filed Aug 1, 2013.
20.4	Form S-4/A Registration Statement filed Aug 2, 2013.
20.5	Form S-4/A Registration Statement filed Aug 19, 2013.
20.6	Form S-4/A Registration Statement filed Aug 28, 2013.
21.1*	Subsidiaries of Tronox Limited.
23.1*	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm for Tronox Limited.
31.1*	Rule 13a-14(a) Certification of Thomas Casey.
31.2*	Rule 13a-14(a) Certification of Katherine C. Harper.
32.1*	Section 1350 Certification for Thomas Casey.
32.2*	Section 1350 Certification for Katherine C. Harper.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* Each document marked with an asterisk is filed herewith.

104

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 27^th day of February 2014.

TRONOX LIMITED (Registrant)
By:	/s/ KATHERINE C. HARPER
Name:	Katherine C. Harper
Title:	Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ THOMAS CASEY	Chairman of the Board and
Thomas Casey	Chief Executive Officer (Principal Executive Officer)	February 27, 2014
/s/ KATHERINE C. HARPER	Senior Vice President and Chief
Katherine C. Harper	Financial Officer	February 27, 2014
	(Principal Financial Officer)
/s/ KEVIN V. MAHONEY	Vice President and Controller
Kevin V. Mahoney	(Principal Accounting Officer)	February 27, 2014
/s/ DANIEL BLUE
Daniel Blue	Director	February 27, 2014
/s/ WIM DE KLERK
Wim de Klerk	Director	February 27, 2014
/s/ ANDREW P. HINES
Andrew P. Hines	Director	February 27, 2014
/s/ WAYNE A. HINMAN
Wayne A. Hinman	Director	February 27, 2014
/s/ PETER JOHNSTON
Peter Johnston	Director	February 27, 2014
/s/ ILAN KAUFTHAL
Ilan Kaufthal	Director	February 27, 2014
/s/ SIPHO NKOSI
Sipho Nkosi	Director	February 27, 2014
/s/ JEFFRY N. QUINN
Jeffry N. Quinn	Director	February 27, 2014

105

EX-10.3

Exhibit 10.3

FINAL

TABLE OF CONTENTS

1.	DEFINITIONS	2
2.	LEASE OF PREMISES	8
3.	TERM	9
4.	ONE TIME PAYMENT/BASE RENT	9
5.	ADDITIONAL RENT	10
6.	PLACE OF PAYMENT	13
7.	OPTIONS TO EXTEND INITIAL TERM	13
8.	TENANT TERMINATION RIGHT	16
9.	USE OF PREMISES	16
10.	CONDITION AND DELIVERY OF PREMISES	16
11.	ADVERTISING DISPLAY	17
12.	COMPLIANCE WITH LAWS DURING THE TERM	17
13.	TENANT-MADE ALTERATIONS; TENANT’S PROPERTY	18
14.	BMI/INVOLUNTARY CESSATION OF SERVICES	19
15.	JANITORIAL AND LANDSCAPE MAINTENANCE SERVICES	20
16.	REPAIRS AND MAINTENANCE	20
17.	DANGEROUS CONDITIONS	23
18.	ENVIRONMENTAL	23
19.	PERMITTED AGREEMENTS	24
20.	LIENS	24
21.	QUIET ENJOYMENT	25
22.	LEASEHOLD FINANCING	25
23.	PROPERTY TAXES AND ASSESSMENTS	26
24.	LANDLORD’S RIGHTS	28

- i -

25.	FIRE AND OTHER LOSSES	32
26.	TENANT’S INSURANCE	33
27.	WAIVER OF CLAIMS AND SUBROGATION RIGHTS	34
28.	CONDEMNATION	34
29.	REQUIREMENTS UNDER SETTLEMENT AGREEMENT TO MAINTAIN FILES	35
30.	LANDLORD REMEDIES	36
31.	TENANT’S REMEDIES	40
32.	LIMITATION ON LANDLORD LIABILITY	40
33.	SUBLETTING AND ASSIGNMENT; TRANSFER	41
34.	SUBORDINATION/NON-DISTURBANCE CLAUSE	44
35.	SURRENDER AND HOLDING OVER	44
36.	INDEMNIFICATION/REIMBURSEMENTS/NEVADA TRUST INDEMNITY PARTIES	46
37.	BROKER’S FEE	47
38.	SUCCESSORS AND ASSIGNS	47
39.	NOTICES	47
40.	ESTOPPEL CERTIFICATES	48
41.	FORCE MAJEURE	48
42.	DUE AUTHORITY	49
43.	CONSENTS AND APPROVALS	49
44.	REMEDIATION POWER AGREEMENT	49
45.	PRONTO SUBLEASE TERMINATION	50
46.	Intentionally Deleted	50
47.	OFAC REPRESENTATIONS	50
48.	INDEMNITY	50
49.	RELEASE OF LANDLORD	51
50.	GENERAL PROVISIONS	51

- ii -

FINAL

SINGLE TENANT INDUSTRIAL LEASE

THIS SINGLE TENANT INDUSTRIAL LEASE (this “Lease”) is made this 14th day of February, 2011 (the “Effective Date”), by and between Le Petomane XXVII, Inc., an Illinois corporation, not individually but solely in the representative capacity as the Trustee of the Nevada Environmental Response Trust, having its principal office and place of business at 35 East Wacker Drive, Suite 1550, Chicago, Illinois 60601 (“Landlord”) and Tronox LLC, a Delaware limited liability company, having its principal office and place of business at 3301 N.W. 150th Street, Oklahoma City, Oklahoma 73134 (“Tenant”).

WITNESSETH:

WHEREAS, on January 12, 2009, Tronox Incorporated and its affiliated debtors and debtors in possession (collectively, “Debtors”) filed petitions with the Court under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York, and on the Effective Date, the Debtors’ business will emerge from chapter 11 pursuant to that certain First Amended Joint Proposed Plan of Reorganization (the “Plan of Reorganization”);

WHEREAS, among other things, the Plan of Reorganization and that certain Consent Decree and Environmental Settlement Agreement (the “Settlement Agreement”) provide that on the Effective Date, Debtors shall transfer to Landlord the Property (as defined herein);

WHEREAS, prior to such transfer, Debtors were the owners and operators of the entire Property;

WHEREAS, Henderson Legacy Conditions (as defined herein) exist on the Property;

WHEREAS, among other things, the Settlement Agreement provides for the Nevada Trust (as defined herein) to manage and/or fund Environmental Actions (as defined herein) for the Henderson Legacy Conditions that are approved by the Lead Agency (as defined herein); and

WHEREAS, the Settlement Agreement also provides that on the Effective Date, Landlord and Tenant shall enter into this Lease for the Premises (as defined herein), pursuant to which Tenant is allowed to lease back a portion of the Property for the operation of the Henderson Business (as defined herein) on certain terms and conditions as more particularly set forth in this Lease;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. DEFINITIONS. The following terms shall, for all purposes of this Lease, and all agreements amending, renewing, extending or supplementing this Lease, have the meanings specified below, unless the context or amendment otherwise requires. Other terms used in this Lease are defined elsewhere in this Lease. Terms used and not otherwise defined in this Lease shall have the respective meanings set forth in the Settlement Agreement, except that in some instances, defined terms from the Settlement Agreement have been modified herein to make them applicable to this Lease. The Recitals set forth above are incorporated herein and shall be deemed terms and provisions hereof.

“AAA” means the American Arbitration Association or its successor.

“Affiliate” means any entity that, directly or indirectly, Controls, is Controlled by, or is under common Control with, said party. For purposes hereof, the term “Control” shall mean (i) the ownership, directly or indirectly, of more than fifty percent (50%) of (x) the outstanding stock (if a corporation) or (y) the beneficial ownership interest (if not a corporation) and (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by statutory authority, by contract, or otherwise.

“Agents” of a party means such party’s employees, agents, representatives, contractors, licensees or invitees.

“Bankruptcy Related Default” has the meaning set forth in Section 30(a) hereof.

“BMI” means Basic Management, Inc. and its affiliates.

“Buildings” means all structures together with any and all parking areas, driveways, roads, alleys, maneuvering areas, truck loading, unloading and detention areas, and other fixtures and improvements, now or hereafter constructed or placed upon the Land, as altered, expanded, renovated, replaced or diminished from time to time, and specifically excluding Tenant’s Property.

“Business Day” means any day of the week, except Saturday, Sunday, or any federally recognized holiday in which banking institutions would not be open for business in the State of Nevada

“Due Care Obligations” shall mean the duty with respect to the Premises and the Tenant Easement Areas to: (i) not exacerbate any Henderson Legacy Conditions; (ii) comply with all institutional controls applicable to such Henderson Legacy Conditions; (iii) take reasonable steps with respect to the Premises to prevent or limit human exposure to such Henderson Legacy Conditions, and take reasonable steps within the scope of Tenant’s control of the Tenant Easement Areas to prevent or limit human exposure to such Henderson Legacy Conditions; (iv) take reasonable precaution as to the Premises against foreseeable acts of third parties that could exacerbate such Henderson Legacy Conditions and take reasonable precaution within the scope of Tenant’s control of the Tenant Easement Areas against foreseeable acts of third parties that could exacerbate such Henderson

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Legacy Conditions; and (v) provide reasonable cooperation as may be requested by the Landlord or Lead Agency in carrying out their respective obligations under the Settlement Agreement with respect to any Henderson Legacy Conditions at or pertaining to the Premises and the Tenant Easement Areas For purposes of this definition of “Due Care Obligations” only, the term “Tenant Easement Areas” shall also include any other property used by Tenant in the conduct of its operations at the Premises. The term “Due Care Obligations” includes the obligation to remedy any circumstance arising from any failure to perform such duty, but does not include any liability for obligations or payments to investigate, remediate, remove or restore any Henderson Legacy Conditions, including any obligation to operate the existing groundwater extraction and treatment systems, except with respect to the Exacerbation Obligations. Notwithstanding the foregoing, Tenant’s liability and obligations with respect to the exacerbation of any Henderson Legacy Conditions shall be limited to the extent of exacerbation (“Exacerbation Obligations”).

“Environmental Actions” shall mean any and all environmental activities authorized or required under Environmental Laws that occur after the Effective Date and that are related to the Property, including but not limited to response or remedial actions, removal actions, corrective action, closure, or post-closure care, reclamation, investigations, studies, remediation, interim actions, final actions, emergency actions, water treatment, implementation of engineered structures and controls, monitoring, repair and replacement of engineered structures, monitoring equipment and controls, operation and maintenance, implementation, operation and maintenance of institutional controls, coordination and integration of reuse and remedial efforts and initiatives (including, without limitation, multi-stakeholder communications), and, if required, long-term stewardship and perpetual custodial care activities. “Environmental Actions” also include the above environmental activities relating to the migration of hazardous substances emanating from the Property. For the avoidance of doubt, “Environmental Actions” shall not include natural resource assessment or restoration.

“Environmental Laws” means, whenever in effect, all federal, tribal, state and local statutes, regulations, ordinances and similar provisions having the force or effect of law; all judicial and administrative orders and determinations and all common law concerning public health and safety, worker health and safety, pollution or protection of the environment, including, without limitation, the Atomic Energy Act of 1954 (“AEA”), 42 U.S.C. §§ 2092, 2093, 2201, the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) 42 U.S.C. §§ 9601-9675, the Clean Water Act (“CWA”) 33 U.S.C. §§ 1251-1387, the Clean Air Act (“CAA”) 42 U.S.C. §§ 7401-7671(q), the Emergency Planning and Community Right-to-Know Act (“EPCRA”) 42 U.S.C. §§ 11001-11050, the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) 7 U.S.C. §§ 136-136y, the Resource Conservation and Recovery Act (“RCRA”) 42 U.S.C. §§ 6901-6992k, the Safe Drinking Water Act (“SDWA”) 42 U.S.C. §§ 300f-300j-26, the Toxic Substances Control Act (“TSCA”) 15 U.S.C. 2601-2692, and any tribal, state or local equivalents.

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“Environmental Requirements” means a risk management plan under Section 112(r) of the CAA and all deed restrictions, administrative orders, consent decrees or other institutional control agreements, including, easements, access agreements, restrictions and environmental covenants, in each case required by Environmental Laws applicable to the Premises and/or the Tenant Easement Areas and/or the Third Party Easement Area or the use and occupation of the Premises and/or the Tenant Easement Areas and/or the Third Party Easement Area.

“Exacerbation Obligations” has the meaning set forth in the definition of “Due Care Obligations.”

“Expiration Date” means the Initial Expiration Date as such date may be extended pursuant to any express amendment of this Lease or pursuant to the exercise of an Extension Option pursuant to Section 7 and as such date may be shortened pursuant to any of the terms, covenants or conditions of this Lease or pursuant to law.

“Existing Leases” means (i) that certain Lease Agreement dated May 6, 2005, by and between Tronox LLC f/k/a Kerr-McGee Chemical LLC, as lessor, and Pronto Constructors, Inc., as lessee, as amended by the First Amendment to Lease Agreement dated May 1, 2007 and (ii) that certain Lease Agreement dated August 31, 2006, by and between Tronox LLC, as landlord, and Industrial Supply Co, Inc., as tenant.

“Facilities” means all structures, pipes, lines, and other appurtenances, equipment, and facilities owned by Landlord, including, without limitation, fixtures, machinery, pipes, chases, lines, spur tracks, wires, cables, transformers, lift stations and any other equipment, machinery, infrastructure and appurtenances, located or hereafter placed on the Premises or located or hereafter placed by or for the benefit or use of Tenant or the Henderson Business on the Tenant Easement Areas and/or Third Party Easement Areas, as such structures, pipes, lines and other appurtenances, equipment, and facilities may be altered, expanded, renovated, replaced or diminished from time to time; provided, notwithstanding anything to the contrary contained herein, the term “Facilities” shall not include any of Tenant’s Property.

“FMV” means the current fair market rental value for comparable space in the same rental market, as determined in Section 7(d).

“Guaranty” means that certain guaranty, in the form of Exhibit G attached hereto, from Guarantor to Landlord dated as of the date hereof.

“Guarantor” means Tronox Incorporated, a Delaware corporation.

“Henderson Business” means Tenant’s currently existing use of the Premises and the Tenant Easement Areas as a chemical manufacturing operation, including ancillary uses relating thereto.

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“Henderson Covered Person” shall have the meaning set forth in Section 18(a) hereof.

“Henderson Legacy Conditions” shall mean the presence or release, prior to or on the Effective Date, of hazardous substances in or into the environment at, on or below any portion of the Property, including the presence in any environmental media of such released hazardous substances as a result of migration from any portion of the Property, whether before or after the Effective Date. For the purposes of this Lease, the Settlement Agreement and the Nevada Trust Agreement (including but not limited to Sections XVI and XVIII of the Settlement Agreement) only, perchlorate and chlorate compounds shall be treated as “hazardous substances.” This treatment of perchlorate and chlorate compounds shall not in any way affect, impact, or interfere with any person or entity’s right to assert that perchlorate or chlorate compounds are, may be, or are not hazardous substances for any purpose other than construing this Lease, the Settlement Agreement and the Nevada Trust Agreement, including but not limited to for the purpose of remediation efforts at any other site.

“Initial Expiration Date” has the meaning set forth in Section 3 hereof.

“Initial Term” has the meaning set forth in Section 3 hereof.

“Institutional Lender” means a savings bank, a savings and loan association, a commercial bank or trust company (whether acting individually or in a fiduciary capacity), an insurance company organized and existing under the laws of the United States or any state thereof, a real estate investment trust, a governmental agency, body or entity, an employee benefit, pension or retirement plan or fund, a commercial credit corporation, an investment bank and/or an affiliate of an investment bank or a fund regularly engaged in the business of making mortgage or credit loans, a commercial bank or trust company acting as trustee or fiduciary of various pension funds or tax-exempt funds, or as trustee in connection with the issuance of any bonds or any other debt financing (securitized or otherwise), a federal or state agency regularly making or guaranteeing mortgage loans, or any combination of the foregoing; provided, that each of the above entities, or any combination of such entities, shall qualify as an Institutional Lender for purposes of this Lease only if (a) each such entity is not an Affiliate of Tenant or any of its Affiliates; and (b) each such entity, or combination of such entities, shall have an individual or combined, as the case may be, net worth of not less than $100,000,000 and net assets of not less than $250,000,000 in each instance such net worth and net asset determination shall be made as of the date the applicable loan is entered into or other relevant determination is to be made.

“Land” means the parcel of real property more particularly described in Exhibit B attached hereto.

“Landlord Default” has the meaning set forth in Section 31 hereof.

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“Laws and Requirements” means all laws, statutes, ordinances, rules having the force or effect of law, orders, and regulations of any federal, state or local governmental authorities or quasi-governmental authorities or of any utility providers or private association and Permitted Agreements, in each case now or subsequently pertaining to the Premises, the Tenant Easement Areas and/or the Third Party Easement or the use and occupation of the Premises, the Tenant Easement Areas and/or the Third Party Easement and any restrictive covenants or other declarations, easements or agreements, existing as of the Effective Date pertaining to the Premises, the Tenant Easement Areas and/or the Third Party Easement or the use and occupation of the Premises, the Tenant Easement Areas and/or the Third Party Easement.

“Lead Agency” means Nevada Division of Environmental Protection.

“Monetary Default” has the meaning set forth in Section 30(a) hereof.

“Nevada Trust” means the Nevada Environmental Response Trust, created pursuant to that certain Trust Agreement dated as of February 14, 2011 (the “Nevada Trust Agreement”) and established pursuant to the Settlement Agreement and referenced therein as the Henderson Trust.

“Nevada Trust Assets” means (a) those assets and properties, including the Property and sources of funding to be transferred to the Nevada Trust pursuant to the Settlement Agreement and (b) such other assets acquired or held by the Nevada Trust from time to time pursuant to the Nevada Trust Agreement.

“Nevada Trust Indemnity Parties” means collectively, the Nevada Trust, the Nevada Trustee, and the Nevada Trustee’s shareholders, officers, directors, employees, administrative assistants, members, entity managers and partners.

“Nevada Trust Parties” means collectively, the Nevada Trust, the Nevada Trustee, and the Nevada Trustee’s shareholders, officers, directors, employees, administrative assistants, members, managers, partners, affiliated entities, consultants, agents, accountants, attorneys or other professionals or representatives engaged or employed by the Nevada Trust or Nevada Trustee; provided however, that any contractors or consultants retained to perform or oversee Environmental Actions of the Nevada Trust (for the avoidance of doubt, other than the Nevada Trustee and its shareholders, officers, directors, administrative assistants and employees) shall not be Nevada Trust Parties.

“Nevada Trustee” means Le Petomane XXVII, Inc., an Illinois corporation, not individually but solely in the representative capacity as the Nevada Environmental Response Trust Trustee or its successor, and referred to as the Henderson Trustee under the Settlement Agreement.

“New Substances Conditions” shall mean any hazardous substances released, added, deposited, generated, produced, stored or spilled by any Henderson Covered Person in, at, on, or below the Premises and/or the Tenant Easement

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Areas and/or the Third Party Easement Area on or after the Effective Date, including the migration of any such hazardous substances from the Premises and/or the Tenant Easement Areas and/or the Third Party Easement Area.

“Non-Lead Agency” means the United States Environmental Protection Agency.

“Non-Monetary Default” has the meaning set forth in Section 30(a) hereof.

“Option Term” has the meaning set forth in Section 7(a) hereof.

“Permitted Agreement” has the meaning set forth in Section 19 hereof.

“Permitted Encumbrances” means the liens, encumbrances and other matters set forth on Exhibit I attached hereto.

“Permitted Use” has the meaning set forth in Section 9 hereof.

“Premises” means the Land, together with the Buildings and the Facilities located on the Land, expressly excluding any portion of the Remediation Systems located within the Premises.

“Property” means that certain parcel of real property more particularly described in Exhibit A attached hereto, consisting of the Land and the Remaining Tract.

“Real Property Taxes” has the meaning set forth in Section 23(a) hereof.

“Remaining Tract” means the Property, excluding the Land.

“Remediation Systems” means the chromium- and perchlorate- related ground water intercept and treatment systems and equipment, utility lines servicing only such intercept systems and equipment, and any other ongoing environmental contamination investigation, treatment or remediation systems or equipment.

“Remedy” has the meaning set forth in Section 17 hereof.

“Spur Tracks” has the meaning in Section 16(g).

“Tenant Default” has the meaning set forth in Section 30(a) hereof.

“Tenant Easements” means those certain non-exclusive easement(s) for utilities, drainage and vehicular and pedestrian access on, over and/or under the Remaining Tract, which are more particularly described in Exhibit C attached hereto, the terms of which are set forth in this Lease and on Exhibit C and incorporated herein for all purposes. The areas of the Remaining Tract subject to or encumbered by the Tenant Easements are called the “Tenant Easement Areas” and, to the extent possible are depicted and/ or described on Exhibit C and Exhibit C-1.

“Tenant-Made Alteration” has the meaning set forth in Section 13(a) hereof.

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“Tenant’s Property” means any machinery, equipment, fixtures, furniture, computers, tools, parts, supplies, and other tangible personal property, filings, permits, licenses, warranties, guaranties, or other interests used or held for use in connection with the operation of the Henderson Business, and located in or on the Premises, the Tenant Easement Areas and/or the Third Party Easement Area.

“Tenant Utilities” has the meaning set forth in Section 5(c) hereof.

“Term” means the term of this Lease, which shall commence on the Effective Date and shall expire on the Expiration Date.

“Third Party Easement” has the meaning set forth in Section 2(f) hereof.

“Third Party Easement Area” has the meaning set forth in Section 2(f) hereof.

“Utilities Plan” has the meaning set forth in Section 5(c) hereof.

2. LEASE OF PREMISES. Tenant hereby leases the Premises from Landlord, for the Term and subject to the terms and conditions of this Lease and the Permitted Encumbrances.

(a) Landlord hereby grants to Tenant, but only during the Term, the assignable non-exclusive right in, to and/or under the Tenant Easements on, over and/or under the Tenant Easement Areas and the Facilities located therein as more particularly set forth in this Lease and on Exhibit C. The Tenant Easements must, and shall only, be assigned together with and pursuant to a permitted assignment of this Lease.

(b) The Tenant Easement Areas shall be located on the Remaining Tract where certain roads, and above-ground and underground Facilities, equipment, channels, ditches, drainage courses, and other appurtenances are currently located and are generally and more particularly depicted and/or described on Exhibit C and Exhibit C-1.

(c) Provided Tenant obtains Landlord’s prior written consent, Tenant shall have the right, at its sole expense, to expand and relocate the Tenant Easement Areas and add additional Tenant Easement Areas. Tenant’s written request for such consent shall describe with particularity the expansion, improvement, addition, and/or the relocation to the applicable Tenant Easement Areas. If Landlord consents, then the process of relocation, addition or expansion and any new location of any such Tenant Easement Areas, shall not interfere with or disturb, in any unreasonable or material adverse respect, Landlord’s operations or activities on the Remaining Tract including, without limitation, relating to the lease, sale, financing, and/or redevelopment of all or any part of the Remaining Tract. Tenant agrees to indemnify, hold harmless and defend Landlord and the Nevada Trust Indemnity Parties from and against any claim, demand, damage, cost, loss, liability, assessment, fee, penalty or any other charges or expenses, including reasonable attorneys’ fees, arising out of or related to expansion, improvement, addition, and/or the relocation of the Tenant Easement Areas or the Facilities contained therein by or on behalf of Tenant or the use and operation thereof or the Facilities contained therein by, on behalf of or under or through Tenant, except to the extent directly caused by Landlord’s or any Nevada Indemnity Party’s fraud or willful misconduct. Tenant’s indemnification obligations under this Section 2(c) shall survive the termination or expiration of this Lease.

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(d) Notwithstanding the non-exclusive nature of the Tenant Easements and except with respect to any Tenant Easement relating to drainage, Landlord shall not use, nor shall Landlord grant to any person the right to use, all or any portion of any Tenant Easements or Tenant Easement Areas in any manner that would reasonably be expected to interfere, in any material adverse respect, with Tenant’s operation of the Premises for its Permitted Use, except as necessary to complete the Environmental Actions, subject to Landlord’s obligations set forth in Section 24(a) of this Agreement. Landlord shall have the right, at its sole expense, to relocate any Tenant Easement Areas, provided that the process of relocation and the new location of any such Tenant Easement Areas, does not unreasonably interfere with Tenant’s operation of the Premises for its Permitted Use, except as necessary to complete the Environmental Actions, subject to Landlord’s obligations set forth in Section 24(a) of this Agreement.

(e) Any changes to the Tenant Easements or Tenant Easement Areas shall be reflected by an amendment to this Lease.

(f) Landlord hereby assigns to Tenant, for the duration of the Term, on a non-exclusive basis, the right to exercise Landlord’s rights under that certain easement described in Paragraph 8 on Exhibit C-1 as the “Third Party Easement” and the area subject to or encumbered by the Third Party Easement is called the “Third Party Easement Area”); provided that, if the Third Party Easement cannot be assigned without the consent of the grantor thereunder, Tenant shall obtain the written consent to such non-exclusive assignment on such terms and conditions as approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant agrees to indemnify, hold harmless and defend Landlord and the Nevada Trust Indemnity Parties from and against any claim, demand, damage, cost, loss, liability, assessment, fee, penalty or any other charges or expenses, including reasonable attorneys fees, arising out of or related to the exercise by or on behalf of Tenant of its rights under the Third Party Easement and the use and occupancy by or on behalf of Tenant of the Third Party Easement Area and the Facilities contained therein. Landlord expressly reserves its rights under the Third Party Easement, including without limitation, any right to install, use and operate additional Facilities within the Third Party Easement Area, provided that Landlord shall not unreasonably interfere with Tenant’s use of the Third Party Easement. Tenant’s indemnification obligations under this Section 2(f) shall survive the termination or expiration of this Lease.

3. TERM. The initial term of this Lease (the “Initial Term”) shall be a period of twenty five (25) years commencing on the Effective Date, and expiring at midnight on the last day of the calendar month in which the twenty fifth (25th) anniversary of the Effective Date occurs, or such sooner date as this Lease shall terminate pursuant to any of the terms, covenants, or conditions of this Lease or pursuant to law (the “Initial Expiration Date”).

4. ONE TIME PAYMENT/BASE RENT. On the Effective Date and as contemplated by the Settlement Agreement, Tenant shall have paid the sum due to the Nevada Trust per the Settlement Agreement which shall include an amount to be allocated as a one-time lump sum payment of TEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($10,500,000.00) (“Initial Payment”), which one-time payment shall not be refundable under any circumstances, including, without limitation, the termination of this Lease for any reason. Thereafter Tenant shall pay base rent for the Initial Term of this Lease to Landlord in annual installments on or by the first day of each calendar year during the Initial

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Term of this Lease (the “Base Rent”) in the amount of ONE AND NO/100 DOLLARS ($1.00). After the Initial Term, all Base Rent payments shall be paid in advance on the 1^st day of each calendar month, without notice, demand, set off, offset, credit, deduction or abatement (except as expressly set forth herein with respect to condemnation), in lawful money of the United States of America and shall be paid to Landlord as set forth in Section 6.

5. ADDITIONAL RENT. In addition to the Base Rent, Tenant shall, beginning on the Effective Date and throughout the Term, pay (or pay for the account of Landlord, as applicable) the amounts described below in this Section 5 and all other monetary sums due under this Lease as additional rent (collectively, “Additional Rent” and, together with Base Rent, “Rent”) as provided in this Lease; provided, however, the payment of such Additional Rent to third parties or to Landlord shall not be considered payments of the Base Rent under this Lease. Additional Rent shall be timely paid and, in any event, prior to delinquency, without set off, offset, credit, deduction or abatement in lawful money of the United States of America to the party to which such rent is due. Additional Rent shall include, without limitation, the amounts described below in this Section 5 as Additional Rent:

(a) All Real Property Taxes;

(b) All taxes (other than the Real Property Taxes) and charges on account of Tenant’s use, occupancy or operation of or from the Premises or the Facilities billed to or payable at law by Landlord or Tenant, including, but not limited to, (i) all personal property, inventory, sales and use taxes; (ii) all occupation and license fees assessed or charged on or against the Premises, or its contents, or the Facilities or on account of Tenant’s use or occupancy of or from the Premises during the Term; (iii) any gross income tax or excise tax levied by the State of Nevada, any political subdivision thereof, or any government body or agency allocable to, or measured by or on the gross or net rent payable under this Lease; (iv) taxes upon or measured by Tenant’s gross receipts or payroll or the value of Tenant’s equipment, furniture, fixtures and other personal property of Tenant or leasehold improvements, alterations or additions located in the Premises; or (v) taxes upon this transaction or any document to which Tenant is a party creating or transferring any interest of Tenant in this Lease or the Premises; provided, however, Tenant shall not be required to pay any transfer, gains, excise, occupancy, personal property, income or franchise taxes, doing business taxes, or succession, gift, estate or inheritance taxes, in each case chargeable to Landlord, or any business, gross receipts, profits or privilege tax (unless such gross receipts or privilege tax is based upon rental or other amounts collected under this Lease) imposed on Landlord or based on Landlord’s income or business and not in substitution of a tax otherwise to be paid by Tenant hereunder (collectively, “Landlord Taxes”);

(c) (i) All costs and expenses of all water, sanitary sewer, storm sewer, gas, heat, light, electricity, hydro power, telephone, cable, wi-fi, sprinkler system, fire protection systems, security systems and all other utilities and services serving, used or consumed on, or in connection with the Tenant’s operation from the Premises, together with (i) those utilities and other services provided to the Spur Tracks; (ii) those utilities and other services provided to the 8^th Street Access Easement; and (iii) those utilities and other services provided to the Property and/or to Tenant that are managed and maintained by BMI, including, without limitation, charges and assessments by or on behalf of BMI or any of its subsidiaries or other affiliates incurred by

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Tenant or relating to the Property, together with any sales, excise and other taxes, penalties, and surcharges or the like pertaining to any such services, charges and assessments (the “Tenant Utilities”). Any such BMI charges, including any BMI assessment for capital improvements shall be subject to payment in installments as provided in Section 23 to the extent the same constitute special assessments and BMI permits payment of such special assessments in installments. Notwithstanding the foregoing, Tenant shall not be responsible for and shall not be required to pay for utilities provided to Landlord by BMI under any separate agreement with BMI. Certain other costs and expenses will be subject to reimbursement by Landlord as more particularly set forth in this Lease, including, without limitation, Landlord’s obligation to reimburse Tenant for power and water serving the Remediation Systems through the Remediation Water Lines and Remediation Power Line (as such terms are defined in Paragraph (a) of Exhibit D) once those lines are separately metered as herein provided. Tenant, at its sole cost, shall separately meter the Remediation Water Lines and Remediation Power Line from those serving the Premises; the location of said meters to be generally as shown on the utilities plan attached as Exhibit C-1 (the “Utilities Plan”) and as described in Exhibit C. If the power and water serving the Remediation Systems through the Remediation Water Lines and Remediation Power Line are not separately metered on the Effective Date as more particularly described in Exhibit D, Tenant shall pay for such services in full until such time as said services are separately metered or, with respect to water, until such time as the Water Infrastructure (as defined in Exhibit D) is installed and operational;

(ii) Tenant shall pay all of the Tenant Utilities costs directly to the providers of the services and the delivery systems when due and provide reasonable and prompt evidence of such payment to Landlord. Landlord shall reimburse Tenant, within thirty (30) days after Landlord’s or Landlord’s designee’s receipt of such reasonable evidence of payment therefor from Tenant, together with such other documentation as may reasonably be requested by Landlord or described in Exhibit D, the amount owed by Landlord for its power and water usage through the Remediation Water Lines and the Remediation Power Line, based on the separate metering until such time, with respect to water only, as the Water Infrastructure is installed and operational and Landlord arranges for direct payment of its water service with the applicable provider. Tenant shall be responsible for maintaining, repairing and replacing said meters and reading said meters at least once a month. All but one of the applicable meters will be located on the Premises. Landlord grants Tenant the right to access the water meter that is located on the Remaining Tract for the purpose of reading, inspecting, maintaining, repairing and replacing said meter and the water line to the south of said meter upon at least 2 business days prior written notice to Landlord, except in the event of emergency when such notice shall be given as soon as reasonably possible. The access rights granted above shall be deemed a “Tenant Easement” hereunder and the area of the Remaining Tract upon which the meter and line are located, a “Tenant Easement Area”. Tenant shall notify Landlord of its intent to read the meters and Landlord and Tenant shall each have a reasonable opportunity to have a representative present at such reading. In addition, either party shall have the right to request an independent reading and inspection of the meters and if such inspection determines that any such meters are not accurate and that either party has been paying less than or in excess of the amount owed by such party, then said amount shall be promptly reimbursed by Tenant to Landlord or by Landlord to Tenant, as the case may be. Any such inspection and correction shall apply only to the date of the last independent inspection or to the preceding twelve (12) months, whichever is less, and then only to the extent reasonable and appropriate to apply such correction to such period. The party

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performing such inspection shall pay the cost of said inspection. Tenant shall pay the cost for repairs to the meter and related equipment. Landlord may also request to see such other documentation relating to the provision of such utilities to Landlord and Tenant shall provide reasonable access to such documentation and allow for copies to be made thereof by Landlord or its representative. Landlord shall also pay for utilities used by Landlord under and as set forth in Section 24(a)(1);

(d) All assessments of the Black Mountain Industrial Center Association (“Black Mountain”), if any, allocated to the Premises, together with 100% of the building and improvement assessments for any improvements and the Facilities on the Premises. Tenant shall use best efforts to cause Black Mountain to provide separate assessments for the Premises and the Remaining Tract based on the foregoing. At Tenant’s request, Landlord, at no cost to Landlord, shall cooperate with Tenant in such efforts, including, without limitation executing any reasonable documents necessary to accomplish the separation provided Landlord’s allocated share is not increased as a result of such separation. To the extent the assessments of Black Mountain are not so separately assessed for the Premises and the Remaining Tract as of the Effective Date, the parties agree that Tenant shall pay to Black Mountain the entire amount of any such assessments when due and provide reasonable and prompt evidence of such payment to Landlord, and Landlord or its designee shall reimburse Tenant for Landlord’s proportionate share of the assessments as reasonably and in good faith agreed to by Landlord and Tenant based on the foregoing and Tenant’s rights in and use of the Tenant Easement Areas within thirty (30) days after Landlord’s receipt of evidence of payment for such assessment from Tenant until such separation. Upon such separation, if the Tenant Easement Areas are not included with the Premises with respect to such separate assessment, then Tenant shall pay Landlord its proportionate share of Landlord’s assessment based on Tenant’s rights in and use of the Tenant Easement Areas as reasonably and in good faith agreed to by Landlord and Tenant. Such payment shall be made by Tenant to Landlord within thirty (30) days after receipt of an invoice setting forth the total amount owed by Landlord to Black Mountain in connection with the Remaining Tract and Tenant’s proportionate share of Landlord’s assessment based on Tenant’s rights in and use of the Tenant Easement Areas determined as set forth above;

(e) All costs and expenses of all insurance that is required to be carried and maintained by Tenant pursuant to Section 26, below; and

(f) All costs and expenses associated with repairs, maintenance, restoration and replacements incurred by or on behalf of Tenant in connection with the Premises, the Tenant Easements, the Third Party Easement and the Facilities or that are required to be made by Tenant under this Lease.

The parties intend that this Lease be a so-called “triple net lease” such that Tenant shall pay, without limitation, all of the Rent, the Real Property Taxes, taxes, insurance costs, Tenant Utilities, repairs, maintenance, restoration and replacements, landscaping, heat, lighting, air-conditioning, and all other utilities and services, costs of operating and managing the Premises and the Facilities or relating to Tenant’s use, occupancy or operation of the Premises, the Tenant Easements and the Third Party Easement, in compliance with Laws and Requirements from and after the Effective Date. In that connection, anything to the contrary notwithstanding contained herein or otherwise, this Lease shall be deemed to be construed as a “triple net lease,” and any

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and all expenses and obligations in connection with the Premises or Tenant’s use, occupancy or operation of the Facilities, or Tenant’s use, operation or occupancy of the Premises, Tenant Easements and the Third Party Easement will be the obligation of Tenant. To the extent services and/or Tenant Utilities are provided directly to Tenant or bills are issued directly to Tenant, Tenant shall pay such amounts directly to such service providers, otherwise Additional Rent shall be paid by Tenant to Landlord as provided in Section 6 below. Tenant’s payment obligations under this Section 5 shall survive the termination or expiration of this Lease.

6. PLACE OF PAYMENT. Except as set forth in Section 4 as to the Initial Payment, all Rent or other amounts payable by Tenant under this Lease shall be paid by bank check to Landlord at 35 East Wacker Drive, Suite 1550, Chicago, Illinois 60601, or to such other person or entity and at such other place as shall be designated in writing by Landlord or by wire transfer to an account designated in writing by Landlord.

7. OPTIONS TO EXTEND INITIAL TERM.

(a) Grant of Option. Provided that a Non-Monetary Default has not occurred and is not continuing beyond any applicable cure period and Tenant is not in Monetary Default, in each case at both the time of notification and commencement of the Option Term, Tenant shall have two (2) additional and consecutive options (each, an “Extension Option”) of twenty five (25) years each (each, an “Option Term”) to extend the Term of this Lease on the same terms and conditions contained in this Lease, except as modified by the terms, covenants and conditions as set forth below. Time is of the essence as to the dates and time periods set forth in this Section 7.

(b) Exercise of Extension Option. Each Extension Option must be exercised by Tenant giving written notice to Landlord no more than eighteen (18) months and not less than six (6) months before the expiration of the Initial Expiration Date or the then-current Option Term, as the case may be. Each Option Term shall commence on the day immediately following the expiration of the Initial Term or the then-current Option Term, as the case may be. If any Extension Option is not timely exercised, all subsequent Extension Options shall automatically terminate. As each Extension Option is exercised, the number of Extension Options remaining to be exercised is reduced by one and upon exercise of the last remaining Extension Option Tenant shall have no further right to extend the Term of this Lease.

(c) Rent. The annual Base Rent payable by Tenant during each Option Term shall be the FMV for the Premises as of the date the applicable Option Term is to commence, and shall be adjusted to the FMV for the Premises, together with the Tenant Easements and the Third Party Easement, as of the eighth (8th) and sixteenth (16th) anniversaries (each, an “Anniversary Date”) of the commencement date of each Option Term (each, an “FMV Adjustment Date”). With respect to any assignment of the Lease during any Option Term, Base Rent shall also be adjusted to FMV upon the effective date (an “Assignment Adjustment Date”) of an assignment of this Lease, unless such assignment is to an Affiliate of Tenant, as set forth in Section 33 (an “Assignment”).

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(d) Determination of FMV. The initial determination of the FMV shall be made by Landlord. Landlord shall give notice (an “FMV Notice”) to Tenant of the proposed FMV for the Premises, together with the Tenant Easements and the Third Party Easement, (i) with respect to an FMV adjustment for an Option Term, thirty (30) days after the exercise of its Extension Option under this Section 7; (ii) with respect to an FMV adjustment on an Anniversary Date, at least six (6) months prior to the applicable Anniversary Date and (iii) with respect to an Assignment, thirty (30) days after Landlord receives notice of the Assignment, which notice must be received no more than eighteen (18) months before or less than sixty (60) days before the applicable Assignment Adjustment Date. Landlord shall have no liability and it shall not be a default hereunder if Landlord fails to give an FMV Notice. If Landlord fails to give such notice after written request to do so from Tenant, then the parties shall proceed to meet and confer as described below. At the election of either party, Landlord and Tenant shall meet and confer and negotiate in good faith to attempt to agree upon the FMV for the Premises, together with the Tenant Easements and the Third Party Easement. If, notwithstanding such good faith efforts, Tenant and Landlord are unable to agree on a mutually acceptable FMV on the date (the “FMV Dispute Date”) that is forty five (45) days after the first to occur of (i) Tenant’s receipt of an FMV Notice and (ii) if Landlord fails to send the FMV Notice, Landlord’s receipt of a notice from Tenant requesting such FMV Notice (the “Tenant FMV Request”), the FMV shall be determined by the appraisal process described below in this Section 7.

(e) Dispute Regarding FMV. Notwithstanding anything herein to the contrary, Landlord and Tenant shall endeavor to complete the appraisal process set forth below within three (3) months after the earlier of Tenant’s receipt of the FMV Notice or Landlord’s receipt of the Tenant FMV Request as provided in subsection (d) above.

(1) To commence the appraisal process, Landlord and Tenant shall each appoint an appraiser by written notice given to the other party hereto not later than ten (10) days after the FMV Dispute Date. If either Landlord or Tenant fail to timely appoint an appraiser, the appointed appraiser shall select the second appraiser, who shall be impartial, within seven (7) days after such party’s failure to appoint.

(2) The two (2) appraisers appointed as above provided shall each determine the FMV in accordance with the terms of this Section and then shall attempt to reach an agreement as to the FMV for the Premises, together with the Tenant Easements and the Third Party Easement, and in the event that they are unable to do so within thirty (30) days after their joint appointment, then the two (2) appraisers shall appoint a third (3^rd) appraiser, who shall be impartial, and give written notice of such designation to both Landlord and Tenant, and, if they fail to do so by written notice given within forty (40) days after their joint appointment, such third (3^rd) appraiser, who shall be impartial, shall be appointed by the AAA or such other body agreed to by Landlord and Tenant.

(3) All of such appraisers shall be MAI appraisers and shall have not less than ten (l0) years’ experience in leasing and valuation of leasehold estates relating to comparable property in the same area which are similar in character to the Premises and shall be unaffiliated with either Landlord or Tenant.

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(4) The appraisers, selected as aforesaid, shall convene and render their decision, which decision shall be strictly limited to a determination of the FMV for the Premises, together with the Tenant Easements and the Third Party Easement, within thirty (30) days after the appointment of the second (2^nd) appraiser or the third (3^rd) appraiser, as the case may be. The decision of such appraisers shall be in writing. If the first two (2) appraisers appointed as above provided reach an agreement as to the FMV for the Premises, together with the Tenant Easements and the Third Party Easement, said agreement shall be the decision of the appraisers. If a third (3^rd) appraiser is appointed as above provided, then such third (3^rd) appraiser’s decision shall be limited to a choice that is either the determination of the FMV for the Premises, together with the Tenant Easements and the Third Party Easement, made by the first (1^st) appraiser or the determination of the FMV for the Premises, together with the Tenant Easements and the Third Party Easement, made by the second (2^nd) appraiser. Insofar as the same is in compliance with the provisions and conditions of this Section 7, the decision of the appraisers shall be binding upon Landlord and Tenant. Duplicate original counterparts of such decision shall be sent forthwith by the appraisers by certified mail, return receipt requested, to both Landlord and Tenant.

(5) The cost and expense of such appraisal, action, proceeding, or otherwise shall be borne equally by Landlord and Tenant, but Landlord and Tenant shall each pay their own appraisers’ and attorneys’ fees and disbursements and witnesses fees. Notwithstanding the foregoing, if Tenant terminates this Lease prior to a date which is twelve (12) months after the applicable FMV Adjustment Date, Tenant shall reimburse Landlord’s reasonable and actual out of pocket costs incurred under this Section 7 with respect to such adjustment.

(6) For purposes of determining FMV for the Premises, together with the Tenant Easements and the Third Party Easement, appropriate consideration shall be given to base rent, rent escalations, tenant concessions (e.g. free rent, tenant improvements and other cash allowances), relative length of term, the size and location of premises, brokerage commissions, the applicable terms and provisions of this Lease and other generally applicable terms and conditions prevailing for comparable space in the market as evidenced by then recently completed leases (if available) with tenants of credit comparable to Tenant’s credit at the time.

(7) Tenant may, within thirty (30) days after the determination of the FMV for the Premises, together with the Tenant Easements and the Third Party Easement, for an Option Term pursuant to this Section 7, provided such notice is given prior to the date which is ninety (90) days before the Initial Expiration Date or the expiration of the then-current Option Term, as the case may be, elect to withdraw and rescind its exercise of the Extension Option by submitting a written notice to Landlord (“Withdrawal Notice”), in which case this Lease shall expire by its terms on the scheduled Expiration Date of the

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then-remaining Term. If Tenant fails to timely deliver its Withdrawal Notice, its right to withdraw its exercise of the Extension Option shall be null and void. In no event shall the annual Base Rent after an FMV Adjustment Date or Assignment Adjustment Date be less than the annual rate of Base Rent in effect on the last day prior to the applicable FMV Adjustment Date or Assignment Adjustment Date, as applicable.

(f) FMV Pending Resolution of Dispute. If the annual Base Rent shall not be finally determined on or before an FMV Adjustment Date or an Assignment Adjustment Date, as applicable, then, pending such resolution, the annual Base Rent payable by Tenant until said annual Base Rent is so determined subject to adjustment as herein provided, shall be equal to the annual rate of Base Rent in effect on the last day prior to the applicable FMV Adjustment Date or an Assignment Adjustment Date, as applicable, and once the Base Rent is finally determined pursuant to the terms of this Section 7, Tenant shall pay to Landlord a retroactive adjustment reflecting the increase in Base Rent for such period within thirty (30) days of said final determination.

8. TENANT TERMINATION RIGHT. Tenant shall have the right to terminate this Lease at any time during the Term by providing sixty (60) days prior written notice to Landlord, provided Tenant complies with all obligations under this Lease relating to the surrender of the Premises, together with the Tenant Easement Areas and the Third Party Easement Area, at the end of the Term including, without limitation, Section 35.

9. USE OF PREMISES. The Premises, together with the Tenant Easement Areas and the Third Party Easement Area, may be used and occupied by Tenant during the Term of this Lease to operate the Henderson Business (the “Permitted Use”); provided that the foregoing shall not be construed to create a covenant on the part of Tenant to continuously use, operate or conduct the Henderson Business at the Premises and Tenant may choose to discontinue, restart and discontinue operations from time to time as Tenant elects, in its sole discretion. Tenant may not use the Premises, the Tenant Easement Areas or the Third Party Easement for any other purpose, including, without limitation, any material change, alteration or expansion of the current existing Permitted Use on the Effective Date, without first obtaining the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.

10. CONDITION AND DELIVERY OF PREMISES. Landlord hereby disclaims any and all express or implied representations or warranties, including any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the Premises, the Tenant Easement Areas, the Property, the Facilities or any part or parts thereof, and specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to the Premises, the Tenant Easement Areas, the Property, the Facilities or any part or parts thereof, the workmanship thereof, and the absence of any defects therein, whether latent or patent, it being understood that the Premises and the Tenant Easement Areas and any applicable Facilities are being leased and/or granted and/or otherwise encumbered “as is, where is,” and in its/their condition as of the Effective Date. Tenant accepts the Premises, the Tenant Easement Areas and any applicable Facilities in “as-is, where-is” condition as of the Effective Date. Landlord is not required (i) to ensure that the Premises are habitable, (ii) nor to perform any specific Environmental Actions or other work at the Premises or within the Tenant Easement Areas to render them suitable for the Permitted Use.

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11. ADVERTISING DISPLAY. Landlord hereby consents to any and all existing signage at the Premises provided the same are in compliance with all applicable Laws and Requirements. From and after the Effective Date, Tenant, or any party to whom Tenant assigns, sublets or contracts, may at its sole expense, place signs in or upon the Premises as it deems necessary, provided such signs comply with all applicable Laws and Requirements. All signs installed by Tenant or any assignee, subtenant or contractor shall remain the property of Tenant or such assignee, subtenant or contractor and may be removed by such party or Tenant at its sole expense and any damage caused by the removal shall be repaired, at such party’s sole expense and if such party fails to pay such expense, then at Tenant’s sole expense, so as to restore the Premises to a condition consistent with the surrender obligations set forth in Section 35 of this Lease, provided the same have been maintained and repaired in accordance with the terms of this Lease.

12. COMPLIANCE WITH LAWS DURING THE TERM.

(a) Tenant shall comply with all Laws and Requirements applicable to the occupancy and use of the Premises, the Tenant Easement Areas and the Third Party Easement Area, and including, without limitation, the exercise of any rights granted hereunder, provided, however, that nothing in this clause shall require any Henderson Covered Person to take any actions or assume any liability with respect to remediation (including investigation), removal or restoration of any Henderson Legacy Conditions except with respect to the Exacerbation Obligations. Tenant shall give prompt notice to Landlord of any written notice it receives of the alleged violation of any Laws and Requirements in any way relating to the Premises, the Tenant Easement Areas and/or the Third Party Easement Area and the use or occupation thereof. In the event that any violation cannot be cured within thirty (30) days after notice thereof is received by Tenant, so long as Tenant is actively, diligently and in good faith proceeding with continuity to cure such violation and cause the same to be discharged and the violation does not cause imminent endangerment to human health or the environment, Landlord is protected from civil and criminal liability, and if the reasonable estimated cost of curing the violation exceeds Fifty Thousand and 00/100 Dollars ($50,000.00), an express indemnity by Tenant is given and/or other security is deposited with Landlord (as may be required by Landlord) such cure period shall be extended for such longer time as is reasonably necessary (not to exceed a total of one hundred eighty (180) days unless failure to discharge is solely due to delays on the part of the agency in inspecting such violation or otherwise processing a correction of the violation and causing the same to be discharged in which case such period shall be extended on a per diem basis to allow for such delay). Tenant acknowledges that any such requirements may require permanent replacements and capital improvements to the Premises, the Buildings and/or the Facilities. Any alterations performed by Tenant hereunder shall be subject to the terms of Section 13 regarding Tenant’s right to construct improvements on the Premises. Tenant agrees to indemnify, hold harmless and defend Landlord and the Nevada Trust Indemnity Parties from and against any claim, demand, damage, cause, loss, liability, fine, fee, assessment, judgment, penalty, cost, or other charges or expense, including reasonable attorneys’, consultants’ or engineers’ fees and costs, arising out of or related to any failure or alleged failure by Tenant to comply with any provision of this Section. Tenant’s indemnification obligations under this Section 12 shall survive the termination or expiration of this Lease.

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13. TENANT-MADE ALTERATIONS; TENANT’S PROPERTY.

(a) Tenant has the right, at its sole expense, from time to time during the Term, to make additions, alterations and changes in or to the Premises (“Tenant-Made Alterations”) without Landlord’s consent; provided that (i) Tenant shall give Landlord prior written notice of (A) any structural alterations, and (B) any non-structural alterations costing in excess of Fifty Thousand and 00/100 Dollars ($50,000.00); (ii) no alterations shall exacerbate any Henderson Legacy Conditions or interfere with Tenant’s Due Care Obligations or otherwise violate any of Tenant’s other obligations under this Lease and (iii) in connection with (A) any structural alterations, and (B) any non-structural alterations costing in excess of Fifty Thousand and 00/100 Dollars ($50,000.00), Landlord may require an express indemnity by Tenant and/or other security (including, without limitation, a payment or performance bond) prior to the commencement of any such Tenant-Made Alteration; provided that Tenant’s express indemnity shall not be required to the extent an obligation is secured by other security or a payment or performance bond reasonably satisfactory to Landlord. Additions, alterations and changes to the Facilities are not included within the term “Tenant-Made Alterations” and are specifically addressed in the terms set forth in Section 2 and/or on Exhibit C.

(b) Tenant must submit plans, if available, in advance for any (A) structural alterations, and (B) any non-structural alterations costing in excess of Seventy-Five Thousand and 00/100 Dollars ($75,000.00) to Landlord for its approval, such approval not to be unreasonably withheld, conditioned or delayed. Landlord’s approval of a Tenant-Made Alteration shall be deemed given if Landlord does not respond to Tenant’s written request for approval within thirty (30) days of receipt thereof. Tenant must obtain all necessary permits and comply with all Laws and Requirements in connection with any alterations. At Tenant’s request, Landlord, at no cost or expense to Landlord, shall join in and execute the application for any permit or authorization required to be obtained by Tenant, but Tenant shall pay and hereby indemnifies and holds Landlord and the Nevada Trust Indemnity Parties harmless from and against and from any and all costs and expenses which may be incurred by Landlord in obtaining any such permit or authorization or otherwise arising therefrom. All work shall be done in a good and workmanlike manner in compliance with all applicable building, zoning and other Laws and Requirements. Landlord shall not require Tenant to remove any Tenant-Made Alterations made in compliance with this Section 13 upon the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary contained in this Lease, no Tenant-Made Alteration shall interfere with Landlord’s rights under Section 24 hereof, in a manner inconsistent with the provisions thereof. Tenant is not authorized to and shall not be deemed to be acting as an agent of Landlord in performing any Tenant-Made Alterations or any other work at the Premises or within any Tenant Easement Area or Third Party Easement Area and shall post readily visible signs to that effect during any such work. Tenant’s indemnification obligations under this Section 13(b) shall survive the termination or expiration of this Lease

(c) Tenant shall retain title to all Tenant-Made Alterations throughout the Term of this Lease. Upon the expiration or earlier termination of this Lease, all Tenant-Made Alterations, as constituted at the time, shall be deemed abandoned and become the property of

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Landlord without requirement of the payment of any compensation or consideration. Notwithstanding anything herein to the contrary, the term “Tenant-Made Alterations” does not, for any purpose, include any Tenant’s Property or any movable fixtures and movable partitions, business and trade fixtures, machinery and equipment, communications equipment, office equipment that is installed or located in the Premises by Tenant (but excluding any of the foregoing installed by the Landlord as part of the Environmental Actions and any additions, alterations and changes to any Facilities made by Tenant, none of which are or shall be Tenant’s Property) and without expense to Landlord, and that can be removed without structural damage to the applicable Buildings or any of the Facilities. Without limiting the foregoing, but subject to the terms of this Lease, Tenant will have the right to make decisions with respect to the planning, design, engineering, development, commissioning, construction, ownership, management, use, operation, modification, expansion, repair, improvement, replacement, relocation, maintenance, demolition, and closure of Tenant’s Property, with the assistance of such reputable and experienced contractors, subcontractors and consultants as Tenant may designate, all in its reasonable good faith discretion. Notwithstanding any applicable law to the contrary, the items specifically included within the term “Tenant’s Property” are the property of Tenant despite the degree to which Tenant’s Property is affixed to the Premises.

(d) Tenant’s Property shall be and shall remain the property of Tenant and may be removed by Tenant at any time during the Term, provided Tenant repairs or, at Landlord’s option, pays the cost of repairing any damage to the Premises resulting from the installation and/or removal thereof and complies with the applicable terms of this Lease. Upon the expiration or earlier termination of this Lease, Tenant, at its sole expense, shall remove from the Premises all of Tenant’s Property and shall repair (to Landlord’s reasonable satisfaction) or, at Landlord’s option, pays the cost of repairing any damage to the Premises resulting from any installation and/or removal of Tenant’s Property. Any other items of Tenant’s Property that shall remain in the Premises after the Expiration Date may, at the option of Landlord, be deemed to have been abandoned, and in such case, such items may be retained by Landlord as its property or be disposed of by Landlord, in Landlord’s sole and absolute discretion, at Tenant’s sole cost and expense.

14. BMI/INVOLUNTARY CESSATION OF SERVICES.

(a) At Tenant’s request, Landlord, at no cost to Landlord, will undertake in good faith to reasonably cooperate with Tenant and, at Tenant’s request as to any specific matter, to discuss in advance with Tenant votes and decisions by Landlord as a participant in Black Mountain, BMI or any other private association relating to the utilities and other services provided, managed and maintained by Black Mountain, BMI or such other private association in a manner reasonably requested by Tenant, insofar as such utilities or other services affect the Premises, in any material adverse respect, and insofar as such votes or decisions would have an affect on Tenant’s operations, in any material adverse respect. Except to the extent directly caused by Landlord’s or any Nevada Trust Indemnity Party’s fraud or willful misconduct, Tenant shall indemnify and save Landlord and the Nevada Trust Indemnity Parties harmless from and against any and all claims, demands damages, causes, losses, liabilities, judgments, costs, assessments, fees, fines, penalties or any other charges or expenses, including attorneys’, consultants’, and engineers’ fees, arising out of or related to or in connection with any vote or decision or utility failure arising out of any such cooperation by Landlord.

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(b) Landlord shall have no liability or responsibility arising out of Landlord’s votes or decisions in connection with BMI, Black Mountain or other private association or for any cessation, interruption, delay or failure of any services to the Premises or the Tenant Easement Areas. No such failure or interruption of service shall be deemed an eviction or disturbance of Tenant’s use and possession of the Premises, the Tenant Easement Areas or any part thereof, or render Landlord liable to Tenant for damages or relieve Tenant from performance of Tenant’s obligations under this Lease, including, but not limited to, the obligation to pay Rent.

(c) Tenant’s indemnification obligations under this Section 14 shall survive the termination or expiration of this Lease.

15. JANITORIAL AND LANDSCAPE MAINTENANCE SERVICES. During the Term and any other period of Tenant’s occupancy, Tenant agrees, at its sole expense, to provide the necessary janitorial, HVAC, roof and landscape maintenance and any other similar services relating to the Premises and, if applicable, the Tenant Easement Areas, of any type necessary for Tenant to comply with its obligations under this Lease including, without limitation, applicable Laws and Requirements, or any other services desired by Tenant, it being understand that Landlord has no obligation in connection therewith.

16. REPAIRS AND MAINTENANCE.

(a) Tenant shall, at its sole expense, be responsible for all maintenance, repairs, restoration and replacements to the Premises and the Facilities, structural and nonstructural, including, without limitation, all elements and systems located on the Premises, such as, but not limited to the Buildings, sidewalks, driveways, curbs, loading areas (including dock levelers and doors, landscape areas, parking lots, Spur Tracks, electrical, mechanical, HVAC, plumbing, security, fire safety, and sprinkler systems, foundations, exterior and interior structural walls (including painting) and the roofs, in compliance with all applicable Laws and Requirements and as may be necessary to keep the Premises in the same or better condition, as on the Effective Date, subject to ordinary wear and tear, casualty and condemnation (subject, however, to Tenant’s obligations to restore, rebuild or repair to the extent set forth in Sections 25 and 28) (the “Repair Standard”).

(b) Tenant shall look solely to BMI and not to Landlord for the repair, replacement or upgrades of infrastructure owned or operated by BMI and for all utilities and other services provided, managed and maintained by BMI or its affiliates on the Property. At Tenant’s request, Landlord shall reasonably cooperate with Tenant (but at no cost to Landlord) in connection with the provision of such repairs, utilities and services by BMI. Tenant shall use commercially reasonable efforts to cause BMI to provide uninterrupted utility service to the Remediation Systems and for other Environmental Actions and shall keep Landlord promptly and fully informed of any issues that might impact the infrastructure or services being provided by, through or under BMI.

(c) Subject to Section (b) above, except for (i) the Remediation Water Lines (until such time as the Water Infrastructure is complete and operational), (ii) the Remediation Power Line, (iii) the Water Infrastructure which is not located on the Premises, the Tenant Easement Areas or the Third Party Easement Areas and (iv) other facilities that are covered by

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any separate agreement between Landlord and BMI, Tenant shall be responsible for any and all repairs, maintenance, restoration and replacements to the Tenant Utilities and related Facilities serving the Premises, the Spur Tracks and the 8^th Street Access Easement to the Repair Standard. Notwithstanding the foregoing, Tenant shall maintain those Tenant Utilities and Facilities that provide or are necessary for the provision of utilities for Environmental Actions, including without limitation water and power, and that are Tenant’s obligation to maintain and repair hereunder in good working condition.

(d) Intentionally deleted.

(e) Until such time as the 8^th Street Access Road (as defined in Exhibit C) is being used by operating businesses on the Remaining Tract located between Lake Mead Parkway and the southern boundary of the Premises (a “New Frontage Business,” it being agreed that activities and operations relating in any way to Environmental Actions or to compliance with Laws and Requirements do not constitute use and operation of a New Frontage Business), Tenant shall, at its sole expense, maintain, repair, restore and replace the 8^th Street Access Road and any Facilities located within the 8^th Street Access Road Easements (as defined in Exhibit C) servicing the 8^th Street Access Road so that all of said improvements are kept in a condition consistent with the Repair Standard, including, without limitation, cleaning, snow and ice removal, patching and resurfacing, as needed, unless Landlord elects in writing to Tenant to undertake any such activities, in which event Tenant shall reimburse Landlord for costs incurred in connection therewith. At such time and from time to time as a third party commences operations of a New Frontage Business from the Remaining Tract, then Landlord may elect at any time and from time to time thereafter to either (i) take over the responsibility for any or all of such repair, maintenance, installation, resurfacing, restoration or replacement and to charge Tenant its proportionate share of the cost thereof as reasonably determined by Landlord or (ii) have Tenant continue to comply with its obligations hereunder and to have each such third party New Frontage Business operator(s) pay to Tenant its proportionate share of the cost thereof as reasonably determined by Landlord. Any cost owed by Tenant hereunder shall be Additional Rent under this Lease.

(f) Prior to Tenant entering upon any Tenant Easement Areas to perform any maintenance, inspection, repairs, restoration or replacements or for any similar purpose or, with respect to any utility or drainage Tenant Easement Area, for any other purpose, Tenant shall notify Landlord in writing at least three (3) Business Days before such entry (except in the event of an emergency when such notice shall be given as soon as reasonably possible thereafter) detailing the purpose, estimated time period, date and scope of any such entry and, if applicable, shall provide Landlord with evidence that the contractors performing the work have the insurance coverage required in Section 26. Landlord may have a representative present during any such activities. In connection with any such entry, Tenant shall comply with the terms and provisions of Exhibit C and the applicable provisions of this Lease.

(g) There are active spur tracks located on the Property that are used in the operation of the Henderson Business or in the operation of the surrounding businesses. Documentation delivered to Landlord indicates that the Debtors owned all of the spur tracks on the Property, all of which ownership rights have been conveyed to Landlord. Consequently, as between Landlord and Tenant, Landlord, as the owner of the Property, shall have all right, title

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and interest of the Debtors in the spur tracks and any all appurtenant equipment, machinery, systems and lines comprising or used in the operation of the spur tracks (collectively, the “Spur Tracks”). The Premises shall be deemed to include the portions of the Spur Tracks located on the Premises and the Tenant Easement Areas shall include an area of 5 feet on either side of those portions of the Spur Tracks located on the Remaining Tract. The nonexclusive grant by Landlord to Tenant of the Tenant Easements shall include the right to use, repair, maintain and replace the Spur Tracks in accordance with the terms and provisions applicable to the Tenant Easements and the Tenant Easement Areas and as more particularly set forth on Exhibit C. Notwithstanding the foregoing, Landlord makes absolutely no representations whatsoever as to the Spur Tracks, including without limitation, the ownership thereof, the rights of Landlord therein or Landlord’s right or ability to grant Tenant any rights with respect thereto, including any use rights, and Tenant shall have no claims against Landlord, whatsoever, in the event that it is determined or any party claims that Tenant has no rights to use any or all of the Spur Tracks. Tenant shall be solely responsible for performing all obligations, including without limitation, payment and performance obligations in any way relating to the Spur Tracks and shall do so promptly with due diligence and prior to delinquency. Tenant and Landlord acknowledge that certain adjacent property owners have been using certain of the Spur Tracks in connection with the operation of said adjacent property owners’ businesses and Tenant hereby consents to such use and expressly acknowledges that the Landlord shall have no liability associated therewith or any obligation to control or limit such use or to allow such use to continue or to permit or prohibit any change or conveyance of such use and any proceeds or profits relating to such use by third parties shall be solely the property of Landlord. Except to the extent directly caused by Landlord’s or any Nevada Trust Indemnity Party’s fraud or willful misconduct, Tenant hereby indemnifies and saves Landlord and the Nevada Trust Indemnity Parties harmless from and against any and all claims, demands, damages, causes, losses, liabilities, judgments, costs, assessments, fees, fines, penalties or any other charges or expenses including attorneys’, consultants’ and engineers’ fees arising out of or related to or in connection with the Spur Tracks or the use and operation thereof. Tenant shall not take any action with respect to the Spur Tracks or enter into any agreements, covenants or other documents relating thereto without first obtaining the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed and, in particular, but without limitation, Tenant shall not abandon, or relinquish any rights in and to the Spur Tracks or remove the Spur Tracks or any portion thereof without the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not relocate, expand or extend the Spur Tracks without the consent of Landlord. Tenant’s indemnification obligations under this Section 16(g) shall survive the termination or expiration of this Lease. No agreement entered into by Tenant shall be binding upon Landlord or the Property or any part or parts thereof.

(h) The toilet, sink, floor drains and appurtenant plumbing facilities located in the maintenance building currently drain out and into a leach field on the Remaining Tract or otherwise have the potential to drain onto the Remaining Tract. Tenant, at its sole cost and expense, shall immediately cease use of all such facilities and as soon as reasonably possible, properly and completely decommission said facilities and the leach field in compliance with all Laws and Requirements and provide Landlord with reasonable evidence thereof. Said decommissioning shall be so completed within 180 days following receipt of any necessary governmental approvals, with extensions reasonably agreed to by Landlord and Tenant. Landlord hereby consents to Tenant installing a new leach field within the Premises to service

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said toilet, sink, floor drains and other facilities provided that said leach field and the above-reference facilities are designed and operated pursuant to plans approved by Landlord, which approval shall not be unreasonably withheld conditioned or delayed, and in full compliance with all applicable Laws and Requirements and Landlord is provided with reasonable evidence thereof.

17. DANGEROUS CONDITIONS. Tenant shall promptly undertake to remedy any condition on the Premises and, if, in any way, arising out of the activities or operations of Tenant or its Agents, any condition on the Tenant Easement Areas and the Third Party Easement Area which, under an objective standard, taking into account all circumstances (including, without limitation, Tenant’s operation of a chemical manufacturing business at the Premises), endangers human health, welfare or safety, and diligently pursue such remedy (the “Remedy”) provided, however, that nothing in the previous clause shall require any Henderson Covered Person to take any actions or assume any liability with respect to remediation (including investigation), removal or restoration of any Henderson Legacy Conditions, except with respect to the Exacerbation Obligations. If after receiving written notice from Landlord of such condition Tenant does not promptly perform the Remedy, Landlord may do so and may charge the reasonable costs of such Remedy to Tenant as additional rent. Any disputes concerning this paragraph shall be resolved through AAA arbitration in Clark County, Nevada, to be completed within ninety (90) days. The non-prevailing party in such arbitration shall bear all reasonable fees and expenses of the prevailing party in connection with the arbitration. The failure of Tenant to perform a Remedy required under this paragraph shall not constitute a Tenant Default under the Lease unless Tenant shall fail to promptly pay a final arbitral award against it or any other amounts Tenant acknowledges to be due under this paragraph.

18. ENVIRONMENTAL. IT IS INTENDED AND HEREBY AGREED TO BY LANDLORD AND TENANT THAT THIS SECTION 18, TOGETHER WITH SECTION 24, SHALL SUPERSEDE ANY CONFLICTING PROVISION OF THIS LEASE:

(a) In conducting its operations at the Premises, Tenant Easement Areas and the Third Party Easement Area on and after the Effective Date, Tenant, including its successors, assigns, contractors, subcontractors, or sublessees, (each a “Henderson Covered Person”), shall (i) comply with Due Care Obligations; and (ii) comply with all applicable Environmental Laws and Environmental Requirements, provided, however, that nothing in this clause (ii) shall require any Henderson Covered Person to take any actions or assume any liability with respect to remediation (including investigation), removal or restoration of any Henderson Legacy Conditions, except with respect to the Exacerbation Obligations. Tenant, as lessee and operator of the Premises, and its successors and assigns under this Lease, shall be liable for conditions that are attributable to (i) any New Substances Conditions; (ii) any failure to comply with Due Care Obligations, subject to the Exacerbation Obligations; (iii) the Exacerbation Obligations; and (iv) any failure to comply with applicable Environmental Laws, in each instance by any Henderson Covered Person on or after the Effective Date.

(b) Except to the extent directly caused by Landlord’s or any Nevada Trust Indemnity Party’s fraud or willful misconduct, Tenant shall defend, indemnify, protect and hold Landlord and the Nevada Trust Indemnity Parties harmless from and against any and all claims, demands damages, causes, losses, liabilities, judgments, costs, assessments, fees, fines, penalties

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or any other charges or expenses, including reasonable attorneys’, consultants’, and engineers’ fees, arising out of or related to or in connection with (i) any New Substance Conditions; (ii) any failure to comply with applicable Environmental Laws and Environmental Requirements; (iii) any failure to comply with Due Care Obligations, subject to the Exacerbation Obligations and (iv) any failure to comply with the Exacerbation Obligations, in each instance by any Henderson Covered Person on or after the Effective Date. Tenant’s indemnification obligations under this Section 18(b) shall survive the termination or expiration of this Lease.

19. PERMITTED AGREEMENTS. Landlord shall have the right to enter into any Permitted Agreement (as hereinafter defined), including, without limitation, the right to record any such Permitted Agreement or a memorandum thereof against title to all or any part of the Property including, without limitation, the Premises. For purposes hereof, the term “Permitted Agreements” and individually, “Permitted Agreement” shall expressly exclude any Environmental Requirement, but shall mean any other written agreement, covenant, declaration, restriction, consent or any other document including, without limitation, deed restrictions, covenants, conditions and restrictions, declarations, easements, access agreements, licenses, and shared use agreements entered into by Landlord (collectively, the “Documents” and individually, a “Document”) so long as: (i) said Document could not reasonably be expected to affect Tenant’s use and operations or the Permitted Use at the Premises in any unreasonable or material adverse respect, and said Document does not require that Tenant make payments to any party pursuant to said Document in an amount that is disproportionate to the benefit to Tenant under said Document as compared to Landlord’s required payments and benefits under said Document or (ii) Tenant has consented to such Document. Landlord shall provide Tenant with a copy of any Permitted Agreement within a reasonable time after execution thereof provided Tenant will not be required to comply with the provisions of any Permitted Agreement until Tenant has been give notice thereof, together with a copy of the applicable Permitted Agreement.

20. LIENS. Tenant shall keep the Premises free from any liens (except liens in effect on the Effective Date and reflected in Title Commitment and Survey (as such terms are defined in Exhibit I) or except to the extent such liens are caused by Landlord, its employees, representatives, successors or assigns, it being understood that a lien related to a cure by Landlord of a default by Tenant shall not, under any circumstances, be deemed to be a “lien caused by Landlord”) other than as expressly permitted under this Lease under Section 22 and shall keep the Remaining Tract free from any liens arising out of the activities or operations of Tenant or its Agents. In the event such a lien is filed, Tenant, at its sole expense, shall procure the satisfaction or discharge of record or the bonding over of any mechanics’ or materialmen’s liens filed with respect to the Property in form and amount reasonably satisfactory to Landlord within thirty (30) days after the filing thereof. If Tenant fails to procure the discharge of the lien or to furnish Landlord with the aforementioned bond, within the thirty (30) day period, then Landlord, among its other rights and remedies, shall have the right, but not the obligation, to cause the same to be released by such means as it shall deem reasonably proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by Landlord in connection therewith shall be payable to Landlord by Tenant within five (5) Business Days after Tenant’s receipt of Landlord’s written demand therefor. Landlord shall have the right to record against all or any portion of the Premises and against all or any portion of the Property from time to time notices of non responsibility, including under NRS 118.234. Tenant is not authorized to and shall not be deemed to be acting as an agent of Landlord in performing any lienable work or any other work at the Premises and shall post readily visible signs to that effect during any such work.

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21. QUIET ENJOYMENT. Effective as of the Effective Date and so long as Tenant is not in default under this Lease beyond any applicable cure period, Tenant shall be entitled to the use and quiet enjoyment of the Premises, undisturbed by Landlord and any person claiming a legal right granted by Landlord, for and during the Term, subject to the rights of Landlord with respect to Environmental Actions and under Section 24 and Permitted Encumbrances.

22. LEASEHOLD FINANCING.

(a) Notwithstanding any other provision of this Lease to the contrary, Tenant may, from time to time, upon written notice of not less than ten (10) days to Landlord after such assignment, assign for security purposes, hypothecate, mortgage, pledge or alienate Tenant’s interest under this Lease (but not the fee estate of Landlord or other rights of Landlord hereunder) in favor of one or more Institutional Lenders as security for payment of any indebtedness and/or the performance of any obligation of Tenant. The Institutional Lender holding a first lien upon Tenant’s interest under this Lease, or any replacement thereof, shall be referred to as a “Leasehold Mortgagee.” Provided any such Leasehold Mortgagee has cured any and all Monetary Defaults, then such Leasehold Mortgagee may enforce such lien and acquire Tenant’s interest in and to this Lease and the Premises in any lawful way and, pending foreclosure of such lien, the Leasehold Mortgagee or its court appointed designee may take possession of and operate the Premises provided such Leasehold Mortgagee promptly cures all defaults by Tenant under the Lease and fully complies with the terms of this Lease, performing all obligations of Tenant hereunder. During any ownership, possession or occupancy of the Premises, or any part thereof, by any Leasehold Mortgagee or its court appointed designee for any reason, any such Leasehold Mortgagee and any such designee shall fully comply with all of Tenant’s obligations hereunder and with all of the terms and provisions of this Lease. Further, upon foreclosure of such lien by power of sale, judicial or non-judicial foreclosure, or upon acquisition of the Premises by assignment in lieu of foreclosure, the Leasehold Mortgagee may subsequently sell and assign the interest in this Lease and the Premises covered by its leasehold mortgage subject to fully complying with the terms of this Lease, including, but not limited to the assignment and subletting provisions. The Leasehold Mortgagee shall be liable to perform the obligations imposed on Tenant by this Lease only during the period such Leasehold Mortgagee has ownership of the leasehold interest in the Premises or possession of the Premises subject thereto. The term “Leasehold Mortgagee” shall be deemed to include, without limitation, the institutional lender holding any purchase money mortgage or deed of trust, including any so-called “all-inclusive deed of trust” delivered in connection with an assignment of Tenant’s interest in this Lease and the Premises or in connection with a sale and leaseback, and any such holder shall be entitled to the benefits of all of the provisions of this Lease in favor of a Leasehold Mortgagee. In no event shall Landlord have any liability for payment or performance of any leasehold mortgage, deed of trust or other lien or encumbrance created by, through or under Tenant or any financing secured thereby.

(b) When Landlord serves on Tenant any notice with respect to any default hereunder, Landlord shall also serve a copy of each such notice upon each Leasehold Mortgagee which shall have given Landlord a written notice specifying its name and address. In the event

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Tenant shall default in the performance of any of the terms, covenants, agreements and conditions of this Lease on Tenant’s part to be performed, any Leasehold Mortgagee shall have the right, but not the obligation, to remedy such default of this Lease within the period of time that Tenant has to remedy such default.

23. PROPERTY TAXES AND ASSESSMENTS.

(a) Tenant shall pay directly to the taxing authorities any general or special real property taxes or assessments or other charges imposed by governmental authorities upon the Premises, sewer rents, rates and charges, payments or taxes in lieu of real estate taxes, transit and transit district taxes and any other federal, state or local governmental charge, general, special, ordinary or extraordinary, which may now or hereafter be levied, assessed or imposed against the Premises, including any building assessments for any improvements on the Premises (the “Real Property Taxes”). Real Property Taxes do not, however, include Landlord Taxes, but do include Tenant’s proportionate share of Landlord’s real estate taxes, assessments and charges with respect to the Shared Tax Parcels (as hereinafter defined) and the Tenant Easement Areas as more particularly provided in this Lease. Tenant shall also pay, or cause to be paid, directly to the taxing authorities any taxes, assessments or other charges imposed by governmental authorities on Tenant’s Property located on the Premises or used in connection therewith, all as more comprehensively described in Section 5(b). Tenant shall make the required tax payments before the taxes become delinquent and shall only with respect to Real Property Taxes, provide Landlord with reasonable evidence of payment promptly after payment thereof.

(b) Tenant shall use its best efforts to cause the taxing authorities to assess the Premises as fully separate tax parcels from the Remaining Tract and to assess the Remaining Tract as fully separate tax parcels from the Premises and from any other property and to cause Tenant to be named as the notice party for all bills and assessments for the tax parcels comprising the Premises. If Tenant so requests, Landlord, at no cost to Landlord, shall cooperate with Tenant in such efforts, including, without limitation executing any reasonable documents necessary to accomplish the tax parcel separation. During any period of the Term that the Premises or any part thereof is not assessed as fully separate tax parcels from the tax parcels comprising the Remaining Tract, then Tenant shall pay to Landlord the Real Property Taxes assessed as to those tax parcels that include both a portion of the Premises and a portion of the Remaining Tract (“Shared Tax Parcels”) within the earlier of (i) ten (10) Business Days after Tenant’s receipt of a copy of the invoice for such Real Property Taxes from Landlord and (ii) three (3) Business Days before the applicable due date, and Landlord or Landlord’s designee, shall pay the share of the real property taxes and assessments assessed on the Shared Tax Parcels that is not the Tenant’s responsibility.

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(c) Tenant’s Real Property Taxes shall be determined as follows:

PARCEL	Acreage		Landlord Tax Allocation			Tenant Tax Allocation
178-01-415-001		52.52		100	%		0	%
178-12-101-003		26.94		100	%		0	%
178-12-110-004		11.63		100	%		0	%
178-12-201-003		0.48		100	%		0	%
178-12-201-004		35.23		80	%		20	%
178-12-201-005		25.41		100	%		0	%
178-12-301-002		0.62		100	%		0	%
178-12-301-003		48.62		95	%		5	%
178-12-401-002		11.46		20	%		80	%
178-12-401-004		13.97		100	%		0	%
178-12-401-005		2.83		100	%		0	%
178-12-401-006		1.46		100	%		0	%
178-12-401-009		9.82		95	%		5	%
178-12-401-010		1.61		100	%		0	%
178-12-601-004		14.38		35	%		65	%
178-12-701-001		32.88		40	%		60	%
178-12-701-003		1.85		0	%		100	%
178-12-801-001		33.17		0	%		100	%
178-13-101-002		21.35		0	%		100	%
178-13-501-001		14.28		0	%		100	%
178-13-501-005		11.06		60	%		40	%
178-13-601-001		20.7		50	%		50	%
178-13-601-002		19.7		100	%		0	%

Tenant’s obligation for the payment (whether in a lump sum or in installments for each tax year) of any Real Property Taxes shall apply only to the Real Property Taxes which shall accrue during the Term based on the taxing year of the applicable taxing authority. The Real Property Taxes for the first year and the last year of the Term will be appropriately prorated. If the Premises are separately assessed and if any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, Tenant shall be entitled to elect installment payments. If any special assessments levied against the applicable Premises are payable in installments, Tenant shall be responsible only for those installments that are due and payable prior to and/or during the Term (or if paid in lump sum, by Landlord and the Premises is not separately assessed, then Tenant shall be responsible only for those installments that would otherwise have been due and payable during those tax years that include any portion of the Term and any installments payable during the tax year in which the expiration date occurs shall be prorated based on the number of days in such tax year occurring during the Term. Real estate taxes, assessments and related charges related to the Tenant Easement Areas shall be pro rated between Landlord and Tenant based on the Tenant’s use and control of the Tenant Easement Areas as compared to Landlord’s use and control thereof as reasonably and in good faith determined by Landlord and Tenant. As of the Effective Date, Tenant shall be responsible for 100% of said taxes, assessments and charges allocated to the Spur Tracks and the 8^th Street Access Easement Area. If an allocation is not provided by the applicable governmental assessor, then Landlord and Tenant shall agree on said allocations acting reasonably and in good faith. Tenant shall pay to Landlord, Tenant’s share of said taxes, assessments and charges within the earlier of (i) 10 Business Days after Tenant’s receipt of a copy of the invoice for such assessments and charges together with the applicable pro ration thereof with respect to the applicable Tenant Easement Areas and (ii) 3 Business Days before the applicable due date. Upon the expiration or termination of this Lease, Tenant shall immediately pay the Landlord any Real Property Taxes which have accrued and have not yet been paid by Tenant to the applicable taxing authority or to Landlord.

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(d) Tenant shall have the right to contest the amount or validity, in whole or in part, of, or institute proceedings to reduce, any Real Property Taxes by appropriate proceedings, provided that Tenant shall pay the contested amount under protest and/or shall post such security, each to the extent required under applicable Law. If Tenant so requests, Landlord, at no cost to Landlord, will cooperate in such proceedings, including, without limitation executing any reasonable documents necessary to accomplish the contest, but Landlord shall not be required to pay any portion of the cost of the proceedings. Tenant shall pay all judgments and penalties and shall receive all refunds or awards resulting from any proceedings; provided that any refunds or awards that are attributable to the Remaining Tract or are allocable to any Real Property Taxes paid by Landlord, shall be paid to Landlord after the proportionate share of Tenant’s expenses are deducted from said refunds or awards to the extent not otherwise collected by Tenant or paid to Tenant. In the event that the Premises is not separately assessed, Landlord agrees, upon receipt of a written request from Tenant, to contest in good faith the assessed valuation of the Premises. Tenant shall pay for all costs incurred by Landlord in contesting such assessments in accordance with this Section 23(d) within thirty (30) days following receipt of each invoice therefor, provided that Landlord may require that Tenant deposit one hundred twenty five percent (125%) the estimated cost of such contest with Landlord prior to Landlord commencing any such contest. Any excess remaining after the completion of the contest shall be promptly refunded to Tenant.

(e) If at any time the method of taxation then prevailing shall be altered so that any new or additional tax, assessment, levy, imposition or charge or any part thereof shall be imposed upon Landlord in place or partly in place of any such Real Property Taxes or other taxes to be paid by Tenant under this Lease or a contemplated increase therein, or in addition thereto and shall be measured by or be based in whole or in part upon the Premises and/or the Tenant Easement Areas or the rents or other income therefrom, then all such new taxes, assessments, levies, impositions or charges or parts thereof, to the extent that they are so measured or based, shall be included in Real Property Taxes levied, assessed or imposed against the Premises to the extent that such items would be payable if the Premises were the only property of Landlord subject thereto and the income received by Landlord from the Premises were the only income of Landlord. All references to Real Property Taxes or other taxes “for” a particular year or similar language shall be deemed to refer to taxes levied, assessed or otherwise imposed for such year without regard to when such taxes are payable.

(f) The parties’ payment obligations under this Section 23 shall survive the termination or expiration of this Lease.

24. LANDLORD’S RIGHTS. IT IS INTENDED AND HEREBY AGREED TO BY LANDLORD AND TENANT THAT THIS SECTION 24, TOGETHER WITH SECTION 18, SHALL SUPERSEDE ANY CONFLICTING PROVISION OF THIS LEASE:

(a) Landlord shall retain and reserve a perpetual and assignable right of access on, over, and through the Premises for Landlord and its Agents and the United States and the State of Nevada and their representatives and contractors to enter upon the Premises at all

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reasonable times to perform any Environmental Actions required by the Lead Agency pursuant to the Settlement Agreement, or otherwise to meet Landlord’s environmental responsibilities required under the Trust Agreement, applicable Environment Laws and Environmental Requirements. The foregoing rights and reservations shall be binding on Tenant, its successors and assigns and shall benefit Landlord, Lead Agency and said other parties, as applicable, and their Agents, successors and assigns.

(1) In exercising such right of access, Landlord or its assignee shall provide Tenant and its successors and assigns, as the case may be, with reasonable notice of its intent to enter upon the Premises and perform the required Environmental Actions, which notice may be curtailed or eliminated in any case where Landlord or the Lead Agency determines that there may exist an imminent endangerment to human health or the environment. Landlord or its assignee shall use reasonable efforts, without material cost to Landlord, to avoid or otherwise minimize interference with Tenant’s and Tenant’s successors’ and assigns’ quiet enjoyment of the Premises and the operation of the Henderson Business. At the completion of work associated with such Environmental Actions at the Premises, the work site shall be restored by Landlord or its agents or contractors in accordance with the Lead Agency-approved work plan. In connection with any such work performed by Landlord or its agents or contractors at the Premises, Landlord or its agents or contractors shall have the right to obtain and use utility services, including water (but only to the extent the Water Infrastructure is not operating), gas, electricity, sewer, and communications services available on or serving the Premises with Tenant’s actual costs therefor charged to Landlord. Except for actual costs for such utility services, no fee, charge, or compensation will be due to Tenant or its successors and assigns for the exercise of any right of access or entry to the Premises retained and/or reserved by Landlord.

(2) As provided in Paragraph 84(h) of the Settlement Agreement, Landlord shall provide Tenant at least fifteen (15) Business Days, or such shorter period as is established by the Lead Agency, to comment on work plans (including other approvable deliverables that describe work to be performed at or relating to the Premises) concerning proposed Environmental Actions at or relating to the Premises, at the same time such proposed work plans (including such approvable deliverables as described above) are provided to the Lead Agency and Non-Lead Agency for their review or approval, as applicable. Landlord shall consult with Tenant to keep Tenant reasonably apprised of any major developments with respect to such Environmental Actions. In accessing the Premises under the reserved right of access, the Landlord agrees to comply, to the extent implicated by the Environmental Actions to be performed, with Tenant’s established facilities security and workplace safety procedures and policies that are timely provided to Landlord by Tenant.

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(3) Neither Landlord nor any Nevada Trust Party shall assume any liability to Tenant, or its successors and assigns, should the performance of any required Environmental Actions interfere with their use of the Premises, the Tenant Easement Areas or the Third Party Easement Area, provided, however, that Landlord intends that this provision is not intended to deprive Tenant from obtaining the benefit of any of Landlord’s insurance policies as to which Tenant is an additional insured.

(4) The environmental consultant engaged by Landlord to implement the future Environmental Actions (the “Consultant) shall obtain environmental, general and professional liability insurance in the sum of $25,000,000 or such lesser amount as agreed to by the Landlord after consultation with the Lead Agency and Non-Lead Agency. The beneficiary of the insurance policies shall be Landlord and the policies shall cover negligence committed by the Consultant in implementing the future Environmental Actions or any other negligence committed by the Consultant. To the extent that such Environmental Actions are being performed at the Premises, Tenant shall be named as an additional insured under such policies. The Consultant shall not be deemed a Nevada Trust Party.

(b) In addition to, but not in limitation of the other rights of Landlord set forth in this Section 24, Landlord shall retain and reserve a perpetual and assignable right of access on, over, and through the Premises to enter upon the Premises on Business Days and during business hours or other reasonable times for any or all of the following purposes of (i) examining, and inspecting such Premises, (ii) curing any defaults in accordance with Section 30(d) or exercising Landlord’s rights under this Lease, including without limitation any of Landlord’s Reserved Rights (as defined herein) and Landlord’s cure rights set forth in this Lease; (iii) in the event of any emergency as reasonably determined by Landlord; (iv) to show the Premises to actual and prospective lenders, insurers, prospective purchasers or mortgagees or tenants of the Premises or providers of capital to Landlord and its affiliates, and/or (v) for Landlord, the Lead Agency and Non-Lead Agency to enter upon the Premises to determine if Tenant and its Agents are in full compliance with the Due Care Obligations and applicable Laws and Requirements and are not interfering with or disturbing any Environmental Actions; provided, however, unless such entry relates to Environmental Actions required by the Lead Agency pursuant to the Settlement Agreement or otherwise to meet Landlord’s environmental responsibilities required under applicable laws as provided in Section 24(a) above or an emergency situation, that (A) Landlord has given Tenant at least two (2) Business Days advance written notice of Landlord’s or such other party’s intent to enter; (B) any such entry shall be made in such a manner as to not unreasonably interfere with the Henderson Business; (C) such entry shall be conducted only at a time mutually convenient to the parties but no more than two (2) business days after such notice, unless a longer period of time is consented to by Landlord and (D) Landlord or such other party requesting entry shall be escorted by Tenant or its Agents at all times during such entry. The foregoing rights and reservations shall be binding on Tenant, its successors and assigns and shall benefit Landlord, its successors and assigns.

(c) In addition to, but not in limitation of the other rights of Landlord set forth in this Section 24: (i) Landlord shall retain and reserve a perpetual and assignable right to use the utilities and drainage Facilities and the roadways, driveways and any other accessways on, over or under the Premises as necessary for the use and operation of the Remediation Systems

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and any activities or operations at any time conducted in connection therewith and (ii) Landlord shall also retain and reserve a perpetual and assignable right with respect to those certain specific reservations described on Exhibit D and incorporated herein for all purposes, so long as in exercising its right to use the utilities and drainage Facilities and the roadways, driveways and any other accessways on, over or under the Premises, the Landlord agrees to comply with Tenant’s established facilities security and workplace safety procedures and policies that are timely provided to Landlord by Tenant. Landlord shall have the right, at its sole expense, to expand and relocate any such utilities and drainage Facilities, roadways, driveways and any other accessways on the Premises and construct and/or install additional utilities and drainage Facilities, roadways, driveways and any other accessways on the Premises, provided that Landlord or its assignee shall use reasonable efforts, without material cost to Landlord, to avoid or otherwise minimize interference with Tenant’s and Tenant’s successors’ and assigns’ quiet enjoyment of the Premises and the operation of the Henderson Business and any and all such activities that are unrelated to Environmental Actions shall not interfere in any material adverse or unreasonable respect with Tenant’s operations on the Premises and shall be subject to Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Landlord’s written request for any such consent shall describe with particularity the expansion, improvement, addition, and/or the relocation to such utilities and drainage Facilities, roadways, driveways and any other accessways. If Tenant consents, then the process of relocation, addition or expansion and any new location of any such utilities and drainage Facilities, roadways, driveways and any other accessways shall not interfere in any material adverse or unreasonable respect with Tenant’s operations on the Premises. Notwithstanding the non-exclusive nature of the rights granted to Landlord under this Section 24(c), Tenant shall not use, nor shall Tenant grant to any person the right to use, all or any portion of any utilities and drainage facilities, roadways, driveways and other accessways on the Premises in any manner that could reasonably be expected to interfere, in any material or unreasonable respect, with any Environmental Actions. Tenant shall have the right, at its sole expense, to relocate any utilities and drainage Facilities, roadways, driveways and any other accessways on the Premises, provided Tenant provides Landlord with at least thirty (30) days’ prior written notice detailing any such relocation and related activities and provided further such relocation and related activities do not unreasonably interfere with any Environmental Actions or require the relocation of any utilities and drainage Facilities, roadways, driveways and any other accessways on the Remaining Tract. The foregoing rights and reservations shall be binding on Tenant, its successors and assigns and shall benefit Landlord, its successors and assigns.

(d) Landlord shall require the following minimum insurance coverages, naming Landlord, Nevada Trustee, Lead Agency and Non-Lead Agency as additional insureds, from each contractor hired by Landlord, except to the extent the Lead Agency has agreed to waive such requirement and, to the extent such work is to be performed at the Premises, shall name Tenant as an additional insured under such policies:

(1)	Commercial General Liability—Occurrence Form
	Policy shall include bodily injury, property damage and broad form contractual liability coverage
	General Aggregate	$	2,000,000
	Products-Completed Operations Aggregate	$	2,000,000
	Personal and Advertising Injury	$	1,000,000
	Each Occurrence	$	1,000,000

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(2)	Automobile Liability
	Policy shall cover bodily injury and property damage for any owned, hired, and non-owned vehicles.
	Combined Single Limit	$	1,000,000
(3)	Worker’s Compensation and Employer’s Liability
	Workers’ Compensation		Statutory
	Employers’ Liability	$	1,000,000
(4)	Professional Liability (Errors and Omissions Liability)
	The Policy shall cover professional misconduct or lack of ordinary skill.
	Each claim	$	1,000,000
	Annual Aggregate	$	5,000,000

Landlord will name Tenant as an additional insured under any liability insurance policy that it has related to the Property, to the extent commercially reasonable and does not cause a material increase in the premiums for such insurance coverage or diminish the coverage available to the Landlord in any material respect. However, the coverage shall not include any of the Tenant’s operations and Tenant’s liability insurance shall be primary and non-contributory to the Landlord’s policy. Notwithstanding anything contained to the contrary herein, Landlord and Tenant agree that Landlord intends that Tenant shall have the benefit of Landlord’s insurance policies to the extent Tenant is an additional insured thereunder.

(e) All of the rights reserved to Landlord under this Lease, including, without limitation, under this Section 24 shall be referred to herein collectively as the “Landlord’s Reserved Rights.”

25. FIRE AND OTHER LOSSES.

(a) Upon partial or total destruction of the Premises or the Facilities by fire, windstorm or other casualty (each, a “Casualty”), Tenant shall promptly notify Landlord and Tenant may elect to terminate this Lease by written notice to Landlord given within sixty (60) days after such Casualty, and the Lease shall terminate on the date set forth in the Tenant notice, but not more than ninety (90) days after the giving of such notice. If Tenant terminates this Lease under this provision, Landlord shall be entitled to all insurance proceeds on account of such Casualty and Tenant shall pay to Landlord the amount of any deductible or self-insured retention carried by Tenant. Upon the termination of this Lease under the conditions provided for in this Section 25(a) and Tenant’s full compliance with its obligations under Section 35 of this Lease, Tenant’s liability for Rent and all other obligations hereunder (except to the extent expressly provided herein to survive) shall cease as of the date of such termination. If Tenant elects not to terminate this Lease, Tenant shall, at a minimum, restore the damaged

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improvements to a safe and non-hazardous condition, comply with all Laws and Requirements and take all other steps necessary to meet Tenant’s Due Care Obligations. If Tenant elects not to terminate this Lease and elects to further restore or rebuild the damaged improvements, it shall do so promptly.

(b) Tenant shall not be required to repair or replace any damage or loss resulting from any Casualty to Tenant’s Property, it being acknowledged by Landlord that Tenant shall have the right to recover any insurance proceeds from Tenant’s insurance policies with respect to Tenant’s Property.

(c) Landlord shall have absolutely no obligations with respect to the repair, restoration, replacement, safety or security or any similar matter with respect to the Premises, subject to Landlord’s obligations set forth in Section 24 of this Lease.

26. TENANT’S INSURANCE. Tenant agrees that at all times during the Term of this Lease, Tenant shall carry and maintain, at its sole expense, the types of insurance including, without limitation, coverage, limits, deductibles and self insured retentions as in effect immediately prior to the Effective Date, as more particularly described in Exhibit H attached hereto covering those areas on or affecting the Property where there are activities or operations of any Henderson Covered Person, together with such additional coverages, changes in coverage or increase in limits of liability as Landlord may reasonably require and Tenant shall comply with any rules, orders or other requirements of the National Board of Fire Underwriters or any successor thereto or contained in any insurance policy in force with respect to the Premises and/or the Tenant Easement Areas, provided, that in the event the coverages in Exhibit H become commercially unavailable to Tenant due to changes in the insurance market, Tenant may request Landlord’s approval of a change in the coverages in Exhibit H, and such approval shall not be unreasonably withheld. With the exception of the pollution legal liability policy, Tenant’s insurance shall be written on an “occurrence” basis and not a “claims made” basis. Tenant’s insurance shall be endorsed to provide that it is primary to and not contributory to any policies carried by Landlord and with such endorsements and additional coverages as are considered good business practice in Tenant’s business. Such insurance shall be obtained from carriers duly licensed and authorized to do business in the State of Nevada and having a rating not less than A-VIII as rated in the most current available insurance reports published by A.M. Best & Company, Inc., or the then-equivalent thereof. Landlord and, at Landlord’s written request, any Fee Mortgagee, any property manager or any other party with an interest in the Premises shall be named as an additional insured on all policies carried by Tenant relating to the Premises, the Tenant Easement Areas and the Third Party Easement Area and the operations conducted thereon other than Workers’ Compensation, Employer Liability and Property Insurance. In addition, Tenant shall name Landlord, the Nevada Trust and the Nevada Trustee as additional insureds under all insurance policies that Tenant obtains from each contractor hired to perform work at the Premises, Tenant Easement Areas, the Third Party Easement Area and/or the Remaining Tract and as additional insureds under any liability insurance that it may have related to the Premises, Tenant Easement Areas and/or the Third Party Easement Area. Landlord and, at Landlord’s written request, any Fee Mortgagee shall be named as a loss payee on all policies of Property Insurance with such endorsements as such Fee Mortgagee may reasonably request. Tenant shall provide notice to Landlord within no more than three (3) business days of receipt of a notice of cancellation or modification and, at Landlord’ request, any Fee Mortgagee,

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notwithstanding, such notice to Landlord must be provided before the day on which any cancellation or modification will occur. Tenant must provide proof of adequate insurance for all coverages in effect on the Effective Date, and shall use its reasonable best efforts to provide such proof at least 20 days prior to renewal. Tenant assumes all risk of damage to Tenant’s Property, Tenant-Made Alterations, the Premises, and the Facilities and Tenant’s rights in and to the Tenant Easement Areas, including any loss or damage caused by water leakage, fire, windstorm, explosion, theft, act of any third party or other cause, Tenant shall comply with the provisions of all such policies. Tenant will not do anything or fail to do anything which negatively impacts the coverage under any of the policies carried by Tenant or Landlord.

Tenant shall at all times during the Term of this Lease, carry and maintain an environmental liability policy, with claims-made coverage and terms of coverage reasonably acceptable to Landlord, including but not limited to coverage for bodily injury, sickness and disease sustained by any person, including death; property damage including Natural Resource Damages; Clean-up Costs; and Defense Costs resulting from pollution conditions which commenced on or after the effective date of the Lease (“PLL”). Tenant shall maintain limits no less than $15,000,000 per loss and $15,000,000 annual aggregate. If Tenant is unable or unwilling to maintain the PLL at this level, Tenant agrees to reimburse Landlord up to $90,000 per year for premium costs incurred by Landlord to obtain the PLL coverage.

27. WAIVER OF CLAIMS AND SUBROGATION RIGHTS. Tenant shall secure an appropriate clause in, or an endorsement upon, each fire or extended coverage or all risk policy obtained by it and covering the Premises, the Facilities and/or any portion of the Property, pursuant to which the respective insurance companies waive subrogation or permit the insured, prior to any loss, to agree with Landlord to waive any claim it might have against Landlord. To the extent permitted by law, and without affecting the coverage provided by insurance required to be maintained hereunder, Tenant hereby releases Landlord and the Nevada Trust Indemnity Parties with respect to any claim (including a claim for negligence) that it might otherwise have against Landlord or the Nevada Trust Indemnity Parties for loss, damages or destruction with respect to its property by fire or other casualty (including rental value or business interruption, as the case may be) or otherwise occurring during the Term to the extent of the limits of coverage under such insurance policies.

28. CONDEMNATION.

(a) If all or substantially all of the Premises is taken by any governmental entity by right of eminent domain or pursuant to a conveyance or other acquisition in lieu of such eminent domain, this Lease shall terminate as of the effective date of such taking or acquisition (“Taking Date”). Upon the termination of this Lease under the conditions provided for in this Section 28(a) and Tenant’s full compliance with its obligations, under Section 35 of this Lease, Tenant’s liability for Rent and all other obligations hereunder (except to the extent such obligations expressly survive) shall cease as of the date of such termination. If less than all or substantially all of the Premises is so taken or acquired, and Tenant’s ability to operate, access or use the Premises is impaired (in Tenant’s commercially reasonable opinion), Tenant, by written notice to Landlord given at least 60 days prior to the Taking Date specifying the extent of such termination, may elect to terminate this Lease as of the Taking Date with respect to the portion affected by such taking or acquisition subject to Tenant’s full compliance with its obligations

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under Section 35 of this Lease as to the portion of the Premises with respect to which this Lease was so terminated. If such taking or acquisition is during the Initial Term, there shall be no adjustment of Rent (or refund of the one time payment thereof), but the condemnation award not used to restore the Premises will be equitably apportioned between Landlord and Tenant to reflect the value of the leasehold for the balance of the Initial Term based on any reduction in value of such leasehold as a result of such taking or acquisition. If such taking or acquisition is during one of the Option Terms, all Rent shall be proportionally abated according to the extent that the Premises has been rendered inoperable, inaccessible or unusable by Tenant as a result of such taking or acquisition, and the entire condemnation award will be paid to Landlord (except to the extent such award is for restoration of the Premises). Tenant shall have the right to recover any separate award for Tenant’s Property, moving expenses and any other award available separately to a tenant provided such awards do not diminish or reduce the amount of the Landlord’s award(s). For the avoidance of doubt, Landlord’s remedial work does not constitute a taking.

(b) Each party shall notify the other party in writing within ten (10) days of receipt of any notice of a proposed total or partial condemnation and shall then provide the other party with full information and access to all documents and correspondence regarding the condemnation. Subject to the terms of the next sentence, Landlord and Tenant shall each be responsible to file and pursue its own claim in any condemnation proceeding. Subject to Landlord’s obligations under Section 28(a) with respect to allocating any award for restoration to Tenant to the extent of a termination of the Lease during the Initial Term, Landlord shall be entitled to any and all income, rent, award, or any interest whatsoever in or upon any such sum, which may be paid or made in connection with any such public or quasi-public use or purpose, and Tenant hereby assigns to Landlord any interest it may have in or claim to all or any part of such sums, other than any separate award which may be made with respect to Tenant’s Property, moving expenses and other related damages.

29. REQUIREMENTS UNDER SETTLEMENT AGREEMENT TO MAINTAIN FILES. Tenant shall comply with the provisions of Article XIX of the Settlement Agreement as it relates to Real Property Information and Environmental Information for the entire Property, including, but without limitation, Tenant shall maintain hard copy files of the Real Property Information and Environmental Information on the Premises in its present state or condition. Tenant shall take all reasonable actions to provide that such Environmental Information and Real Property Information are maintained in a manner to avoid any harm, deterioration or other adverse consequence. Landlord, the Nevada Trust Parties and the Anadarko Litigation Trustee shall have access to review and copy such documentation at all reasonable times upon reasonable notice; provided that (A) such notice will be deemed reasonable if such notice is given at least three (3) Business Days prior to the request for access; (B) any such access shall be in such a manner as to not unreasonably interfere with the Henderson Business; (C) such access shall be conducted only at a time mutually convenient to the parties but no more than three (3) Business Days after such notice, unless a longer period of time is consented to by Landlord, the Nevada Trust Parties or the Anadarko Litigation Trustee, as applicable; and (D) Landlord or such other party requesting entry shall be escorted by Tenant or its Agents at all times during such entry, unless such requirement is waived by Tenant. The cost of copying will be borne by those parties requesting access to copy such documentation, subject to the Schedule of Costs attached to the Settlement Agreement as Attachment H. Such parties given access shall have reasonable use of

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a conference room or office at the Premises for reviewing such documentation. Said Real Property Information and Environmental Information shall be deemed to be in the possession, custody and control of Landlord and Landlord shall have the right to remove any or all of said Real Property Information and Environmental Information.

30. LANDLORD REMEDIES.

(a) If (i) Tenant fails to make any payment when due of Rent or any other sum due under this Lease and such failure continues for five (5) Business Days after Tenant’s receipt of written notice from Landlord specifying such default (a “Monetary Default”), or (ii) Tenant fails to perform or observe any other term, covenant, or condition of this Lease and such failure continues for thirty (30) days after Tenant’s receipt of written notice from Landlord specifying such default (unless the cure is of such nature that it cannot be completed with reasonable diligence within such 30-day period, in which case Tenant shall have such additional time as may be necessary to complete the cure, provided that Tenant commences to complete the cure within 10 Business Days after notice thereof and thereafter diligently prosecutes the cure to completion, but the total aggregate cure period shall not exceed ninety (90) days), provided that the cure period for certain violations of Laws and Requirements shall be as set forth in Section 12, (each, a “Non-Monetary Default”), or (iii) at any time after the Effective Date of this Lease, an order for relief is entered in any bankruptcy, insolvency or similar proceeding commenced by or against Tenant or Guarantor or any other guarantor or surety of any of Tenant’s obligations under this Lease (a “Surety”) or if Tenant, Guarantor or any Surety becomes insolvent or is unable or admits in writing its inability to pay its debts as they become due, or makes an assignment for the benefit of creditors or petitions for or enters into an arrangement with its creditors or a custodian is appointed or takes possession of Tenant’s, Guarantor’s or any such Surety’s property, whether or not a judicial proceeding is instituted in connection with such arrangement or in connection with the appointment of such custodian or if Tenant, Guarantor or any Surety makes a transfer in fraud of creditors (a “Bankruptcy Related Default”), or (iv) the assignment, subletting or other conveyance by Tenant of Tenant’s interest in the Premises, the Tenant Easement Areas and/or the Third Party Easement Area in violation of the terms and provisions of this Lease or (v) the failure of Tenant to obtain and maintain the insurance required to be obtained and maintained by Tenant under the terms and provisions of this Lease (and, together with a Monetary Default and a Non-Monetary Default, a “Tenant Default”), then Landlord, in addition to its other rights and remedies available at law and equity for a breach of this Lease, including, without limitation, its right to take possession of the Premises, the Tenant Easement Areas and the Third Party Easement Area without terminating the Lease, may treat the occurrence of any of the foregoing as a breach of this Lease and may serve a written notice of cancellation of this Lease upon Tenant, and upon the date set forth in such notice, this Lease and the Term hereunder shall end and expire as fully and completely as if the date set forth in such notice were the day herein definitely fixed for the Expiration Date of this Lease and the Term hereof and Tenant shall then quit and surrender the Premises, the Tenant Easement Areas and the Third Party Easement Area to Landlord as required under the terms of this Lease, but Tenant shall remain liable as hereinafter provided and with respect to those matters that are expressly stated to survive the termination or expiration of this Lease.

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(b) Landlord may enforce the provisions of this Lease and may enforce and protect the rights of Landlord hereunder by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy, including recovery of all moneys due or to become due from Tenant under any of the provisions of this Lease.

(c) If Tenant shall have defaulted beyond the expiration of any applicable notice and cure period set forth in said Section 30(a), then Landlord shall have the immediate right to reenter the Premises, either by summary proceedings, by force or otherwise, and to dispossess Tenant and all other occupants therefrom and remove and dispose of all property therein or, at Landlord’s election, to store such property in a public warehouse or elsewhere at the cost of, and for the account of, Tenant, all without service of any notice of intention to reenter and with or without resort to legal process (which Tenant hereby expressly waives) and without Landlord being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. Any such reentry shall not be deemed a termination of this Lease unless Landlord sends written notice to Tenant expressly terminating the Lease.

(d) In the event Tenant shall fail to perform any of its obligations under this Lease, then Landlord, upon ten (10) days prior written notice to Tenant except in the event of emergency or as otherwise expressly provided in this Lease, shall have the right, but not the obligation, to cure any such default and all costs and expenses incurred by Landlord in curing such default shall immediately become due and payable by Tenant to Landlord together with Default Interest (as hereinafter defined) thereon from the date the said expenses were so incurred.

(e) Except to the extent directly caused by Landlord’s or any Nevada Trust Indemnity Party’s fraud or willful misconduct, in case any action, dispute or proceeding is brought against or involves or names Landlord or the Nevada Trust Indemnity Parties as a result of any act or omission by Tenant, its Agents or any Henderson Covered Person or in connection with the Premises, the Tenant Easement Areas, the Third Party Easement Area or this Lease, Tenant, upon request from Landlord and at Tenant’s sole expense, shall defend Landlord and the Nevada Trust Indemnity Parties against or in connection with such action, dispute or proceeding with counsel acceptable to Landlord and Tenant shall indemnify Landlord and the Nevada Trust Indemnity Parties from and against any claim, demand, damage, cause, loss, liability, fine, fee, assessment, judgment, penalty, cost, or other charges or expense, including attorneys’, consultants’ or engineers’ fees and costs, arising out of or related thereto. Tenant’s indemnification obligations under this Section 30(e) shall survive the termination or expiration of this Lease.

(f) In case of any such default, re-entry, expiration and/or dispossess by summary proceedings or otherwise:

(1) The Rent shall become and be paid up to the time of such re-entry, dispossess and/or expiration, and if Landlord so elects, Tenant shall continue to pay to Landlord the entire amount of Rent as and when it becomes due, including any amounts treated as Additional Rent, under this Lease, for the remainder of the Term (excluding any unexercised Option Terms) plus any other sums provided in this Lease to be paid by Tenant for the remainder of the Term (excluding any unexercised Option Terms), plus all documented attorney’s fees and court costs; and

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(2) Landlord may relet the Premises, in part or as part of a larger parcel for any term or terms (which may be for a term or terms extending beyond the Term), for the account of Landlord, and upon such other terms and conditions as Landlord deems advisable, including changing the character or use of the Premises, in which event the rents received on the reletting shall be applied first to the expense of the reletting and collection, including necessary repairs, alterations, and additions, to the Premises, attorney’s fees, any real estate commissions paid, and thereafter toward payment of all sums due or to become due from Tenant hereunder, and if a sufficient sum is not thus realized to pay such sums and other charges, Tenant shall pay Landlord monthly any deficiency for each month of the period which would otherwise have constituted the balance of the Term (excluding any unexercised Option Terms) of this Lease, and Landlord may bring an action therefor as such monthly deficiency shall arise. Any proceeds of reletting by Landlord in excess of the amount then owed by Tenant to Landlord from time to time shall be credited against Tenant’s future obligations under this Lease but shall not otherwise be refunded to Tenant or inure to Tenant’s benefit.

(3) Landlord may recover from Tenant, and Tenant shall pay Landlord, on request, in lieu of any further deficiency pursuant to paragraph (c)(2) of this Section (as liquidated damages) the amount by which (i) the unpaid Rent for the period which otherwise would have constituted the unexpired portion of the Term (i.e., through the then Expiration Date) (excluding any unexercised Option Terms) (conclusively presuming the Additional Rent for each year thereof to be the same as was payable for the year immediately preceding the termination, re-entry or obtaining of possession) exceeds (ii) the then fair and reasonable rental value of the Premises, including the Additional Rent for the same period, both discounted to present value at a discount rate of 3% per annum.

(4) Tenant shall pay to Landlord a service and handling charge equal to five percent (5%) of any Rent not paid within seven (7) days after the date due in order to reimburse Landlord for Landlord’s costs, damages and other expenses for such late payment. The imposition of such late charge shall be in addition to, and shall not limit, any other remedy available to Landlord under this Lease.

(5) All amounts (including, without limitation, Base Rent (but only after the Initial Term)), Additional Rent, including all adjustments, and any damages, costs, expenses, penalties, fines, indemnity claims and related or similar amounts due under this Lease, owed by Tenant to Landlord pursuant to any provision of this Lease shall bear interest from the date due until paid at the annual rate of five percent (5%) in excess of the rate of interest announced from time to time by the Wall Street Journal, or its successor, as its prime,

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reference or corporate base rate, changing as and when said prime rate changes, unless a lesser rate shall then be the maximum rate permissible by law with respect thereto in which event said lesser rate shall be charged (the “Default Rate”). If such publication no longer exists or no longer publishes said information, then another publication or financial institution shall be reasonably selected by Landlord for such purpose. Any such interest shall be in addition to any late charges incurred by Tenant under subsection (4) above.

(g) Landlord shall have a valid and subsisting lien for the payment of all rentals, charges and other sums to be paid by Tenant and reserved hereunder (including all costs and expenses incurred by Landlord in recovering possession of the Premises, the Tenant Easement Areas and/or the Third Party Easement Area and the reletting thereof, as applicable, as provided under this Section 30 which shall be deemed to be Additional Rent) upon Tenant’s Property and such property shall not be removed therefrom without the consent of Landlord until the arrearages in Base Rent and all items of Additional Rent then due to Landlord hereunder shall have first been paid and discharged. Upon the occurrence of a Tenant Default, Landlord may, in addition to any other remedies provided herein or by law, enter upon the Premises and take possession of any and all of Tenant’s Property situated in the Premises or on the Property without liability for trespass or conversion, and sell the same with or without notice at public or private sale, with or without having such property at the sale, at which Landlord or its assigns may purchase, and apply the proceeds thereof less any and all expenses connected with the taking of possession and the sale of the property, as a credit against any sums due or to become due from Tenant to Landlord. Any surplus shall be paid to Tenant, and Tenant shall pay any deficiency forthwith, after demand. Landlord, at its option may foreclose said lien in the manner provided by law. The lien herein granted to Landlord shall be in addition to any Landlord’s lien that may now or at any time hereafter be provided by law. Notwithstanding the above, to the extent that Tenant’s Property is subject to financing as described in Section 22, and to the extent the Leasehold Mortgagee is in compliance with the terms of this Lease and has cured Tenant’s defaults hereunder as described in Section 22, Landlord will agree to subordinate its lien in Tenant’s Property to the lien of said Leasehold Mortgagee subject to the terms of a Landlord Consent and Waiver Agreement in form and substance reasonably acceptable to Landlord.

(h) Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws, if Tenant shall be evicted or dispossessed from the Premises for any cause, or Landlord reenters the Premises following the occurrence of any Tenant Default hereunder, or this Lease is terminated before the expiration date thereof originally fixed herein.

(i) Forbearance by Landlord in enforcing one or more of the remedies provided in this Lease upon a Tenant Default shall not be deemed or construed to constitute a waiver of such Tenant Default or of Landlord’s right to enforce any such remedies with respect to such Tenant Default or any subsequent Tenant Default. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies provided in this Lease or any other remedies provided by any Laws and Requirements (all such remedies being cumulative), nor shall pursuit of any remedy provided in this Lease constitute a forfeiture or waiver of any Rent due to Landlord under this Lease or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants contained in this Lease.

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(j) To the extent required by applicable law, Landlord shall (i) use commercially reasonable efforts to relet the Premises or portions thereof in the event Landlord terminates Tenant’s possession of the Premises or the Lease and (ii) otherwise take affirmative steps to mitigate its damages hereunder.

31. TENANT’S REMEDIES. If Landlord fails to keep or perform any of its material obligations hereunder, if any, or fails to observe or perform any other term, covenant, or condition of this Lease to be observed or performed by Landlord, if any, and such failure continues for thirty (30) days after Landlord’s receipt of written notice from Tenant specifying such default (unless the cure is of such nature that it cannot be completed with reasonable diligence within such thirty (30) period, in which event Landlord shall have such additional time as may be necessary to complete the cure provided that Landlord commences to complete the cure within such thirty (30) day period and thereafter diligently prosecutes the cure to its completion), then such failure shall be a “Landlord Default” hereunder. Tenant shall take affirmative steps to mitigate its damages hereunder to the extent such mitigation is required by applicable law.

32. LIMITATION ON LANDLORD LIABILITY.

(a) Nothing in this Section 32 shall preclude Tenant from enforcing any of its rights or remedies under this Lease against Landlord. Tenant acknowledges and agrees that none of the Nevada Trust Parties shall be personally liable unless a court, by a final order that is not reversed on appeal, finds that it committed fraud or willful misconduct after the Effective Date in relation to the Nevada Trustee’s duties. There shall be an irrebuttable presumption that any action taken or not taken with the approval of a court or the Lead Agency or the Non-Lead Agency does not constitute an act of fraud or willful misconduct. Except with respect to enforcement of this Lease against Landlord, the Nevada Trust Parties are exculpated by all persons, including without limitation, Tenant, of and from any and all claims, causes of action and other assertions that are alleged as the basis for liability arising out of the ownership of Nevada Trust Assets and the discharge of the powers and duties conferred upon the Nevada Trust and/or Trustee by the Settlement Agreement or any order of court entered pursuant to or in furtherance of the Settlement Agreement, or applicable law or otherwise. Landlord shall be liable for any final judgment (not reversed on appeal, if appealed) awarded in favor of Tenant against the Landlord under this Lease, which judgment shall be satisfied solely to the extent of Landlord’s interest in the Property. Neither the State of Nevada, the United States, any of Debtors nor the Guarantor shall be deemed to be an owner, operator, trustee, partner, agent, shareholder, officer, or director of the Nevada Trust or the Nevada Trust Parties, or to be an owner or operator of the Property on account of the Settlement Agreement or actions contemplated thereby. Nothing in this paragraph purports to preclude or otherwise affect the status of Tenant as an operator or lessee of the Premises, the Tenant Easement Areas and/or the Third Party Easement Area on account of this Lease or any activities or operations conducted by Tenant at the Premises, the Tenant Easement Areas and/or the Third Party Easement Area on or after the Effective Date provided that Tenant shall not have any obligations with respect to Henderson Legacy Conditions except as provided in Section 18(a) of this Lease.

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(b) In consideration of the applicability of the covenant not to sue (and reservation of rights) to Tenant in accordance with Paragraphs 136 and 145 of the Settlement Agreement, Tenant covenants not to sue and agrees not to assert claims or causes of action against the United States, the State of Nevada, or the Local Governments (as defined in the Settlement Agreement), with respect to the Property, including but not limited to any direct or indirect claim for reimbursement from the Superfund (established pursuant to the Internal Revenue Code, 26 U.S.C. § 9507) through CERCLA Sections 106(b)(2), 107, 111, 112, 113, 42 U.S.C. §§ 9606(b), 9607, 9611, 9612, 9613, RCRA, or any other provision of law; any claims and causes of action against the United States, the State of Nevada, or the Local Governments, including any of their departments, agencies or instrumentalities pursuant to Section 107 or 113 of CERCLA, 42 U.S.C. §§ 9607, 9613, or other applicable state Environmental Laws; and any claims and causes of action arising out of the response activities at the Property. Notwithstanding the above, Tenant’s covenant and agreement shall not apply in the event that the United States, State of Nevada, or Local Government brings a cause of action against Tenant but only to the extent that Tenant’s claims and causes of action arise from the same response action, response costs, damages, or other relief that the United States, State of Nevada, or Local Government brings against Tenant.

(c) In consideration of the applicability of the covenant not to sue (and reservation of rights) to Tenant in accordance with Paragraph 148 of the Settlement Agreement, Tenant covenants not to sue, and agrees not to assert claims or causes of action against the Nevada Trust Parties with respect to the Property, provided however, that nothing in this paragraph shall preclude Tenant from enforcing any of its rights or remedies under this Lease against the Landlord. Landlord and Tenant shall abide by all terms and conditions of this Lease and shall perform all of their respective obligations under this Lease.

33. SUBLETTING AND ASSIGNMENT; TRANSFER.

(a) So long as no Tenant Default has occurred and is continuing under this Lease, Tenant may assign this Lease in its entirety, or sublet (including any occupancy, license, easement or similar agreements) all or a portion of the Premises, in each case with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant may freely assign this Lease in its entirety or sublet all or a portion of the Premises to an Affiliate without Landlord’s consent, provided (i) Tenant remains fully liable under this Lease, (ii) Guarantor remains fully liable under the Guaranty, (iii) Tenant provides Landlord with prior notice of such assignment or sublease, (iv) Tenant provides Landlord with a copy of the assignment or sublease, which in the case of an assignment shall contain an assumption by the Affiliate of Tenant of all of the obligations under this Lease and (v) such Affiliate of Tenant provides Landlord with certificates of insurance evidencing compliance with the insurance requirements under this Lease. Except as expressly provided herein with respect to sublets and assignments, leasehold mortgages or with respect to certain existing conditions described in the first sentence of the last paragraph of Exhibit D, Tenant shall not grant any license, occupancy, access, or similar rights to any other party in or to all or any part of the Premises and shall not allow any third party to exercise any such rights, without, in each case, first obtaining Landlord’s written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed.

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(b) Among other factors, Landlord may consider the following factors in providing or withholding its consent to an assignment or subletting:

(1) The creditworthiness of assignee/subtenant;

(2) The experience of assignee/subtenant in operating a business similar to the Henderson Business;

(3) Assignee/subtenant’s record, if any, of environmental violations; and

(4) The ability of assignee/subtenant to comply with Tenant’s obligations under this Lease.

(c) In the event Landlord does not consent to an assignment or subletting, Landlord shall promptly provide Tenant with written notice thereof, which shall set forth the basis for withholding its consent.

(d) Any sublease shall be subject and subordinate to this Lease in all respects (including, without limitation, obligations to comply with Due Care Obligations), shall expire no later than the day that is one day prior to the expiration of this Lease and will not release Tenant from liability under this Lease or Guarantor from liability under the Guaranty or any other Surety. Tenant shall be obligated to perform all of the obligations of the sublessor under any sublease and shall require and cause any sublessee to perform said sublessee’s obligations under its sublease. Except to the extent directly caused by Landlord’s or any Nevada Trust Indemnity Party’s fraud or willful misconduct, Tenant shall indemnify and save Landlord and the Nevada Trust Indemnity Parties harmless from and against any and all claims, demands damages, causes, losses, liabilities, judgments, costs, assessments, fees, fines, penalties or any other charges or expenses, including attorneys’, consultants’, and engineers’ fees, arising out of or related to any such subleases. Any assignee must assume all obligations under this Lease. Tenant’s indemnification obligations under this Section 33(d) shall survive the termination or expiration of this Lease.

(e) A consent to any assignment or sublease shall not be deemed to be a consent to any subsequent assignment or sublease. Landlord’s acceptance of rent from any person shall not deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or sublease. Any assignment or sublease not in conformity with this Section 33 shall be void at the option of Landlord. Any notice from Tenant to Landlord of an assignment or subletting to an Affiliate of Tenant or of a request for a consent to an assignment of sublet to a non-Affiliate of Tenant shall include, at a minimum, the following information: (a) the name and address of the assignee or subtenant, (b) the description of the space to be sublet, (c) a copy of the proposed assignment or sublease agreement and, upon execution, a final copy thereof shall be delivered to Landlord, (d) the nature and character of the business of the proposed assignee/subtenant, and (e) current financial statements of the proposed assignee/subtenant certified by an executive officer or similar principal of the proposed assignee/subtenant and such other information as Landlord may reasonably require including, without limitation, information on the assignee/subtenant’s record, if any, of environmental violations.

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(f) Upon any assignment to a person that is not an Affiliate of Tenant, Tenant (and any affiliated guarantors or co-obligors) shall be released from all liability under this Lease other than liabilities of Tenant, as tenant under this Lease (or liabilities, if any, of Guarantor, as guarantor under the Guaranty), arising prior to the effective date of an assignment; provided however, that in the event that (i) Landlord reasonably withholds consent to an assignment to a person that is not an Affiliate of Tenant as provided herein and (ii) Landlord and Tenant expressly agree that as a condition to Landlord consenting to such assignment, that Tenant (or any affiliated guarantors or co-obligors) shall not be released from all liability under this Lease, then Tenant (and its affiliated guarantors or co-obligors) shall not be released from such liability under this Lease unless the parties agree otherwise; provided, however, that nothing herein shall be construed to suggest that any consent conditioned upon the continuing liability of Tenant or Guarantor would be reasonable or unreasonable in any particular circumstance. Except as expressly set forth in this subsection (f), no assignment or subletting shall relieve Tenant from any obligations under this Lease. Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assignment and assumption agreement or sublease reasonably acceptable to Landlord, executed by Tenant and the assignee or sublessee, together with certificates of insurance evidencing the assignee’s or sublessee’s compliance with the insurance requirements under this Lease.

(g) Assignment shall trigger an adjustment of Base Rent to FMV as of the effective date of such assignment as more particularly set forth in Section 7, but only if such assignment occurs during an Option Term and to a party other than an Affiliate of Tenant.

(h) A Change of Control of Tenant (including any Affiliates or third parties to which this Lease was assigned or sublet) shall constitute an assignment or a new sublease, as applicable, and shall require the consent of the Landlord as provided above and shall be subject to Sections 33(a) through 33(g) above. For purposes of this Lease, a “Change of Control of Tenant” shall be (i) a sale or other transfer of all or substantially all of the assets of Tenant in one or a series of transactions, together with (ii) a sale or other transfer in one or a series of transactions (including the issuance by Tenant of equity interests in Tenant) such that, following such sale or other transfer, a person or group of affiliated persons (other than the Guarantor and its Affiliates) own equity interests in Tenant representing more than 50% of the voting power of Tenant entitled to vote, under ordinary circumstances, in the election of the board of directors, board of managers or other governing body of Tenant. For the avoidance of doubt, a direct or indirect transfer or acquisition of ownership of equity interests in the Guarantor or any of its Affiliates (other than Tenant or an Affiliate to which this Lease was assigned or sublet), or any of their respective successors, shall not result in a Change of Control of Tenant.

(i) Tenant agrees to reimburse Landlord for reasonable administrative and attorneys’ fees in connection with the processing and documentation of any assignment or subletting for which Landlord’s consent is requested. If a Monetary Default occurs and is continuing, Landlord may collect rents directly from any and all sublessees during the continuance of such Monetary Default.

(j) As of the Effective Date, Tenant represents that there are no subleases in effect other than the Existing Leases.

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34. SUBORDINATION/NON-DISTURBANCE CLAUSE. Tenant accepts this Lease subject and subordinate to any Fee Mortgage now or in the future affecting the Premises, provided that Tenant’s right of possession of the Premises shall not be disturbed by any such Fee Mortgagee so long as a Tenant Default has not occurred and has not continued beyond any applicable grace or cure period. This clause shall be self-operative, but within ten (10) Business Days after request, Tenant shall execute and deliver any further information confirming the subordination of this Lease and any further instruments of attornment that any Fee Mortgagee may reasonably request (collectively, a “SNDA”). However, any Fee Mortgagee may at any time subordinate its Fee Mortgage to this Lease without Tenant’s consent by giving notice to Tenant and this Lease shall then be deemed prior to such Fee Mortgage without regard to their respective dates of execution and delivery provided that such subordination shall not effect any Fee Mortgagee’s rights with respect to condemnation, awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of the Fee Mortgage and the execution of this Lease. No Fee Mortgagee shall be liable for any act or omission of a prior Landlord or subject to any rental offsets or defenses against a prior Landlord.

35. SURRENDER AND HOLDING OVER.

(a) Upon the Expiration Date or any prior surrender of the Premises by Tenant and in addition to fully complying with Tenant’s obligations set forth in the remainder of this Section 35, the Premises and any Tenant Easements, Tenant Easement Areas and the Third Party Easement shall be returned to Landlord in the same condition as on the Effective Date, ordinary wear and tear, casualty and condemnation excepted (subject, however, to Tenant’s obligations to restore, rebuild or repair to the extent set forth in Sections 25 and 28 and as set forth below) and further subject to (i) Tenant’s right to make Tenant-Made Alterations as provided herein and (ii) alterations or modifications resulting from any Environmental Actions conducted pursuant to the Settlement Agreement or otherwise made by or at the direction of Landlord or, with respect to the Tenant Easement Areas and the Third Party Easement, made by third parties with respect to whom Tenant and its Agents do not have control. If the Lease is terminated, in whole or in part, as a result of casualty or condemnation, then and in addition to Tenant’s obligations set forth in the remainder of this Section 35, Tenant shall promptly restore any damaged improvements with respect to which the Lease is terminated, to a safe and non-hazardous condition, and with respect thereto shall cure all violations, comply with all Laws and Requirements and taken all other steps necessary to meet Tenant’s Due Care Obligations.

(b) Except as described in the following sentence, Tenant will not be required to perform any specific restorative work on the Premises except insofar as is necessary to comply with Section 35(a); provided, however, the Premises shall be free of all liens (except liens in effect on the Effective Date and reflected in Title Commitment and/or Survey or to the extent such liens are caused by Landlord, its employees, representatives, successors or assigns, it being understood that a lien related to a cure by Landlord of a default by Tenant shall not, under any circumstances, be deemed to be a “lien caused by Landlord”), leases and tenancies and the Remaining Tract shall also be free of any liens arising out of the activities or operations of Tenant or its Agents. Prior to surrender, Tenant (a) shall remove Tenant’s Property from the Premises and the Property; (b) shall perform and fund, at its sole cost, Environmental Actions as required by Environmental Laws and Environmental Requirements or any agreement with respect to (i) any New Substances Conditions; (ii) any failure to comply with all applicable

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Environmental Laws; (iii) any failure to comply with respect to the Due Care Obligations subject to the Exacerbation Obligations (iv) any Exacerbation Obligations; in each instance by any Henderson Covered Person; and (c) except with respect to Henderson Legacy Conditions, other than Exacerbation Obligations, shall comply with all requirements prescribed by Environmental Laws applicable to the shut-down or closure of chemical manufacturing processes or facilities, including waste treatment, storage or disposal units. Tenant shall remove Tenant’s Property upon surrender in accordance with the provisions of Section 13.

(c) If Tenant does not remove Tenant’s Property upon such surrender, the same shall become the property of Landlord at no cost to Landlord and may be removed by Landlord at the Tenant’s expense. Tenant shall have no right to occupy the Premises, the Tenant Easement Areas and/or the Third Party Easement Area or any portion thereof after the Expiration Date or a termination of Tenant’s rights to the possession of the Premises. In the event Tenant or any party claiming by, through or under Tenant retains possession of the Premises, the Tenant Easement Areas, the Third Party Easement Area or any portion thereof after such date, Landlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, the Tenant Easement Areas and the Third Party Easement Area and Tenant shall be liable for any costs, expenses, losses, damages or liability Landlord suffers as a result of such holdover including under any lease with a successor tenant or under any contract with a contract vendee. Except to the extent directly caused by Landlord’s or any Nevada Trust Indemnity Party’s fraud or willful misconduct, Tenant shall indemnify and save Landlord and the Nevada Trust Indemnity Parties harmless from and against any and all claims, demands damages, causes, losses, liabilities, judgments, costs, assessments, fees, fines, penalties or any other charges or expenses, including reasonable attorneys’, consultants’, and engineers’ fees, arising out of or related to or in connection with any such holdover by Tenant or any failure by Tenant to comply with this Section 35, including, without limitation, (i) any claims made by any third party with whom Landlord has entered into an agreement with respect to the use or occupancy of the Premises founded on such delay or (ii) any lost profits, losses, costs, expenses or liability payable to such third party with whom Landlord has entered into an agreement with respect to the use or occupancy of the Premises or otherwise incurred by Landlord as a result thereof. In addition to Landlord’s other rights and remedies hereunder, for each day Tenant or any party claiming by, through or under Tenant retains possession of the Premises, the Tenant Easement Areas, the Third Party Easement Area or any part thereof, after such date, Tenant shall pay Landlord an amount which is the sum of (i) the greater of (a) the FMV for the Premises, together with the Tenant Easement Areas and the Third Party Easement Area as reasonably determined by Landlord at the time of such holdover, provided that if Tenant so requests, then, at Tenant’s sole cost and expense, the parties shall determine FMV in the manner provided in Section 7 or (b) two hundred percent (200%) of the Base Rent due and payable for calendar year in which such date occurs, prorated on a per diem basis provided that if such date occurs during the Initial Term, then only (a) shall apply, and (ii) all Additional Rent applicable for the period of any such holdover. Acceptance by Landlord of rent after such date shall not of itself constitute a renewal or a consent to said holdover. Nothing contained in this Section shall be construed or operate as a waiver of Landlord’s right of reentry or any other right or remedy of Landlord.

(d) Upon such surrender, Tenant shall turn over any and all keys, security codes and other means of access and access devices all operating and maintenance records, operating manuals and any other items relating to the Premises, the Tenant Easement Areas

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and/or the Third Party Easement Area and reasonably requested by Landlord and affirmatively assign to Landlord any assignable warranties or guarantees relating to work at the Premises, the Tenant Easement Areas and/or the Third Party Easement Area.

(e) This Section 35 shall apply to any termination of this Lease as to any portion of the Premises, Tenant Easement Areas and/or Third Party Easement Area, but in the event of any such partial termination shall only apply with respect to any such portion as to which this Lease is terminated.

(f) At least 10 business days prior to the expiration or earlier termination of this Lease, Tenant shall provide Landlord with copies of all agreements to which Tenant is a party that relate to the Premises and/or the Tenant Easement Areas and that cannot practically be separated from the Premises and/or the Tenant Easement Areas, including without limitation agreements with BMI or any successor thereto or affiliate thereof and any other party providing utilities, infrastructure, security, fire safety, 911, telecommunications or similar services to the Premises or any party using, and/or providing services in connection with, the Spur Tracks or granting access rights or parking or other rights or services for the benefit of occupants of the Premises or users of the Tenant Easement Areas (collectively, the “Premises Related Agreements” and for the avoidance of doubt, the term “Premises Related Agreements” does not include agreements granting Tenant water delivery entitlements or other rights or entitlements that will or can be used by Tenant independent of the Premises and/or the Tenant Easement Areas). Effective as of the expiration or earlier termination of this Lease, Tenant shall assign to Landlord, to the extent assignable and at no cost to Tenant, those Premises Related Agreements designated in writing by Landlord to be so assigned, provided that Landlord shall cooperate in connection with any such assignments, and Tenant, at its sole cost, shall have terminated all of those Premises Related Agreements that the Landlord has not elected to have assigned to Landlord.

(g) Notwithstanding anything to the contrary in this Lease, any recovery of the Premises by Landlord shall be done in accordance with applicable Law.

(h) Tenant’s obligations under this Section 35 shall survive the termination or expiration of this Lease.

36. INDEMNIFICATION/REIMBURSEMENTS/NEVADA TRUST INDEMNITY PARTIES. Notwithstanding anything to the contrary contained in this Lease or in any of the Exhibits to this Lease, whenever Landlord is indemnified, held harmless or released, or the beneficiary of any waiver, covenant not to sue or other similar provision, then such indemnity, release, waiver, covenant and other provision shall be deemed to run to the benefit of Landlord and all of the Nevada Trust Indemnity Parties and any such indemnifications, releases, waivers, covenants and provisions shall be implemented and enforced without the Landlord or any of the Nevada Trust Indemnity Parties having to first pay any amounts under or in connection with said indemnities, releases, waivers, covenants and/or provisions, all such amounts to be paid by Tenant without Landlord or any of the Nevada Trust Indemnity Parties paying any such amounts.

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37. BROKER’S FEE. Landlord and Tenant each covenants, warrants and represents that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease.

38. SUCCESSORS AND ASSIGNS. Subject to the terms and provisions of Section 33, the covenants, conditions and agreements made and entered into by the parties hereto are declared binding on their respective heirs, executors, administrators, successors and permitted assigns.

39. NOTICES.

(a) Whenever under this Lease a provision is made for notice of any kind, it shall be deemed sufficient notice and service if:

(1) the notice to Tenant is in writing and personally delivered, mailed by certified mail, return receipt requested, postage prepaid or sent prepaid by overnight delivery service and addressed to Tenant as follows:

Tronox LLC

3301 NW 150^th Street

Oklahoma City, Oklahoma 73124

Attention: General Counsel

Facsimile Number: (405) 775-5093

with a copy to:

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

Attention: Robert T. Buday

Facsimile Number: (312) 862-2200

or as otherwise directed by notice, in writing, given by Tenant to Landlord from time to time in accordance with this Section 39; and

(2) the notice to Landlord is in writing and personally delivered, mailed by certified mail, return receipt requested, postage prepaid or sent prepaid by overnight delivery service and addressed to Landlord as follows:

Nevada Environmental Response Trust

By and through Le Petomane XXVII, Inc., not individually but solely as Trustee of the Nevada Environmental Response Trust

35 E. Wacker Dr.

Chicago, IL 60601

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with a copy to:

Foley & Lardner LLP

777 E. Wisconsin Ave., Suite 3500

Milwaukee, WI 53202

Attention: Tanya C. O’Neill

Facsimile Number: (414) 297-4900

A copy (which shall not constitute service) of any notice served by any party hereunder shall also be sent to:

NDEP Bureau of Corrective Actions

901 S. Stewart St.

Carson City, NV 89701

Attn: Chief

Facsimile Number: (775) 687-8335

or as otherwise directed by notice, in writing and given by Landlord to Tenant from time to time in accordance with this Section 39; and

(b) Notices shall be effective upon the earlier of actual receipt or upon attempted delivery with receipt rejected or denied. Notices given to any person or entity other than the party hereto to which such notice is directed shall not be deemed notice to said party and the person or entity receiving a copy of such notice shall have no obligation to provide the party to which such notice is directed with a copy thereof.

40. ESTOPPEL CERTIFICATES. Within fifteen (15) Business Days following a written request which Landlord or Tenant may make to the other from time to time, Landlord or Tenant, as applicable, shall execute and deliver to the requesting party, for their benefit or the benefit of their prospective lender, purchaser, assignee or sublessee, a statement certifying as of its date (i) the date to which Rent and other charges under this Lease have been paid, (ii) whether or not there are then existing any setoffs or defenses against the enforcement by the requesting party of any of the agreements, terms, covenants or conditions hereof to be performed or complied with by the non-requesting party (and, if so, specifying the same), (iii) if such be true, that this Lease is unmodified and in full force and effect and that, to the best knowledge of the signatory, the other party is not in default under any provision of this Lease (or if modified, setting forth all modifications, and if the other party is in default, setting forth the exact nature of such default) and (iv) such other information as the party may reasonably request in connection with landlord-tenant relationship established by this Lease. Landlord and Tenant intend that any statement delivered under this Section 40 may be relied upon by any mortgagee, beneficiary or purchaser of the Premises, the Property or any interest in the Premises or the Property or any Leasehold Mortgagee, assignee or sublessee of the Premises, Lease or any interest in the Lease.

41. FORCE MAJEURE. The obligations of Landlord and the non-monetary obligations of Tenant hereunder shall be excused one day for each day the applicable party is delayed as a result of any strike, lockout, labor trouble, civil disorder, failure of power, restrictive governmental laws and regulations, riots, insurrections, war, fuel shortages, accidents, casualties,

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acts of God, or any other cause beyond the reasonable control of said party or its Agents. If a party is so delayed, it shall promptly notify the other party of the delay and the reason(s) therefor. This Section 41 expressly shall not apply to extend any time frame or any notice period applicable to any of Landlord’s cure rights contained in this Lease.

42. DUE AUTHORITY. Tenant represents and warrants to Landlord that (a) Tenant is duly formed and validly existing and in good standing under the laws of the State under which Tenant is organized and is qualified to do business in Nevada and (b) the persons signing this Lease on behalf of Tenant are duly authorized to execute and deliver this Lease on behalf of Tenant. Landlord represents and warrants to Tenant that Landlord is duly formed and validly existing under the laws of the State in which Landlord was formed and the person executing this Lease is duly authorized to execute and deliver this Lease on behalf of Landlord.

43. CONSENTS AND APPROVALS. Wherever the consent, approval, judgment or determination of Landlord is required or permitted under this Lease, except as expressly provided herein, Landlord may exercise its sole discretion in granting or withholding such consent or approval or in making such judgment or determination. Whenever Tenant requests Landlord to take any action or give any consent or approval, Tenant shall reimburse Landlord for all of Landlord’s costs incurred in reviewing the proposed action or consent (whether or not Landlord consents to any such proposed action), including, without limitation, reasonable attorneys’ or consultants’ fees and expenses, within thirty (30) days after Landlord’s delivery to Tenant of a statement of such costs. If it is determined that Landlord failed to give its consent or approval where it was required to do so under this Lease, Tenant’s sole remedy will be an order of specific performance or mandatory injunction of Landlord’s agreement to give its consent or approval. The review and/or approval by Landlord of any item shall not impose upon Landlord any liability for accuracy or sufficiency of any such item or the quality or suitability of such item for its intended use. Any such review or approval is for the sole purpose of protecting Landlord’s interest in the Premises and the Property and neither Tenant nor any person or entity claiming by, through or under Tenant, nor any other third party, shall have any rights hereunder by virtue of such review and/or approval by Landlord.

44. REMEDIATION POWER AGREEMENT. On the Effective Date, Landlord and Tenant shall enter into an agreement (the “Remediation Power Agreement”) under which Tenant shall provide to the Landlord or its designee or assignee on and after the Effective Date the uninterrupted supply of hydroelectric power as necessary to continue to power components of the existing Remediation Systems at the same prices, terms and conditions as are applicable to Tenant’s allocation of hydroelectric power from the Colorado River Commission of Nevada (“CRC”), subject to all applicable CRC laws, regulations or other requirements (“CRC Requirements”). The Remediation Power Agreement shall include a severability provision providing that each provision of the Remediation Power Agreement will to the extent possible be interpreted in such manner as to be effective and valid under applicable CRC Requirements, but if any provision of the Remediation Power Agreement is held to be prohibited by or invalid under applicable CRC Requirements, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of the Remediation Power Agreement. The Remediation Power Agreement shall require that Tenant obligate any transferee or assignee of Tenant’s rights to such hydroelectric power to continue to supply power to the Landlord or its assigns in accordance with the

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Remediation Power Agreement, subject to all CRC Requirements applicable to any such transfer or assignment. Such hydroelectric power shall be provided pursuant to the Remediation Power Agreement for so long as operation of the Remediation Systems is deemed required Environmental Actions under the Settlement Agreement, subject to the terms and continuance of the power contracts between Tenant and the CRC, as they may be amended, assigned or transferred from time to time in accordance with CRC Requirements and the terms of the Remediation Power Agreement, and the authority of the CRC over the allocation of such hydroelectric power. The Remediation Power Agreement solely as it relates to the delivery of hydro-electric power to Landlord shall control over any inconsistent provisions of this Lease.

45. PRONTO SUBLEASE TERMINATION. If the Pronto Sublease (as defined in Paragraph 3 of Exhibit C) is terminated and (i) Tenant and Pronto and any parties claiming by through or under Tenant or Pronto fully vacate the area designated on Exhibit J attached hereto (the “Pronto Area”); (ii) Tenant surrenders the Pronto Area in compliance with the provisions of Section 35 of this Lease; and (iii) the Pronto Area is not contaminated or if it is contaminated, Tenant has remediated any such contamination to Landlord’s satisfaction, then, at Tenant’s sole cost and at no out of pocket cost to Landlord, Landlord and Tenant will amend this Lease to delete the Pronto Area from the Premises and to add the Pronto Area to the Remaining Tract and Tenant, at its sole cost, will cause the Pronto Area to be separately assessed for tax purposes and will comply with such other reasonable requests as may be made by Landlord in connection therewith.

46. Intentionally Deleted.

47. OFAC REPRESENTATIONS. Neither Tenant nor any direct or indirect owner of Tenant nor any of Tenant’s assignees, sublessees, successors or assigns is or shall be (a) identified on the OFAC List (as herein defined) or (b) a person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, rule, regulation or Executive Order of the President of the United States. The term “OFAC List” shall mean the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control or any other similar list maintained by the U.S. Treasury Department, Office of Foreign Assets Control pursuant to any law, rule, regulation or Executive Order of the President of the United States, including, without limitation, trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States.

48. INDEMNITY. Except to the extent directly caused by Landlord’s or any Nevada Trust Indemnity Party’s fraud or willful misconduct, Tenant agrees to indemnify, hold harmless and defend Landlord and the Nevada Trust Indemnity Parties from and against any claim, demand, damage, cause, loss, liability, fine, fee, assessment, judgment, penalty, cost, or other charges or expense, including reasonable attorneys’, consultants’, or engineers’ fees and costs, which may be asserted against, imposed upon, or incurred by Landlord or the Nevada Trust Indemnity Parties and arising out of or in connection with any and all of the following: (i) loss of life, personal injury or damage to property in or about the Premises, the Spur Tracks or, if, in any way, arising out of the activities or operations of Tenant or its Agents, the Tenant Easement Areas and/or the Third Party Easement or (ii) arising out of the occupancy or use of the

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Premises, the Tenant Easement Areas and/or the Third Party Easement Area by Tenant or its Agents after the Effective Date, or (iii) a failure by Tenant to comply with the terms of the Lease or (iv) occasioned wholly by any negligence or willful misconduct of Tenant or its Agents. Tenant’s obligations pursuant to this Section 48 shall survive the termination or expiration of this Lease.

49. RELEASE OF LANDLORD.

(a) Except to the extent directly caused by Landlord’s or any Nevada Trust Indemnity Party’s fraud or willful misconduct, none of the following shall impose any liability on the Landlord or the Nevada Trust Indemnity Parties: (i) any performance by Tenant or any other persons of any repairs or improvements in or to the Premises, the Tenant Easement Areas and/or the Third Party Easement Area, (ii) any failure to make any such repairs or improvements, (iii) damage to the Premises, the Tenant Easement Areas, the Third Party Easement Area, the Facilities or Tenant’s Property or injury to any persons by any cause, (iv) any injury to any persons caused by other persons in or about the Premises or Property, or by operations in the construction of any private, public or quasi-public work, or by any other cause, (v) latent or patent defects in the Premises, the Facilities or any other condition at or affecting the Property, or (vi) any inconvenience or annoyance to Tenant or injury to or interruption of Tenant’s business by reason of any of the foregoing.

(b) Except to the extent directly caused by Landlord’s or any Nevada Trust Indemnity Party’s fraud or willful misconduct, Landlord shall not be liable, with respect to the Premises, the Tenant Easement Areas and/or the Third Party Easement Area for any matter, incident, or occurrence, including, without limitation, (i) any failure of water supply, gas or electric current, (ii) any injury or damage to person or property resulting from gasoline, oil, steam, gas, electricity, or earthquake, hurricane, tornado, act of God, act of war, enemy action, flood, wind or similar storms or disturbances, water, rain or snow, (iii) any leakage of water, gasoline, oil or any other substance from any pipes, appliances, sewer, plumbing or other works or systems on the Premises or the Property, or (iv) any interference with any light or other incorporeal hereditament.

(c) In no event shall any of Landlord or the Nevada Trust Parties be held liable to any third parties for any liability, action, or inaction of any other party, including Debtors, Tronox, Tenant or any other Nevada Trust Party, provided however, nothing herein shall modify the rights or obligations of Tenant as provided in this Lease.

50. GENERAL PROVISIONS.

(a) Entire Agreement; Amendment. This Lease and its respective Exhibits, the Settlement Agreement and the Remediation Power Agreement, contain all of the terms, covenants, and conditions agreed to by Landlord and Tenant with respect to matters covered or mentioned in this Lease, and supersede any prior agreement or understanding pertaining to any such matter. There have been no representations made by the Landlord or any of its representatives or understandings made between the parties other than those set forth in this Lease, the Settlement Agreement, the Remediation Power Agreement and the Plan of Reorganization and their respective Exhibits. This Lease may not be modified orally or in any manner other than by an agreement in writing signed by all of the parties to the Lease or their respective successors in interest.

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(b) Conflicts. In the event of any conflict between this Lease and the Settlement Agreement, any obligation of the Landlord to perform Environmental Actions is subject solely to the terms and funding limitations contained in the Settlement Agreement. The provisions of the Settlement Agreement as such provisions specifically pertain to the obligations of Tronox LLC, as Tenant relating to the Premises, the Tenant Easement Areas and/or the Third Party Easement Area including, without limitation, those set forth in Exhibit F attached hereto, are incorporated herein as obligations of Tenant, its successors and assigns.

(c) Legal Costs. Any party in breach or default under this Lease (the “Defaulting Party”) shall reimburse the other party (the “Nondefaulting Party”) upon demand for any legal fees and court (or other administrative proceeding) costs or expenses that the Nondefaulting Party incurs in connection with the breach or default, regardless of whether suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, in the event of litigation, the court in such action shall award to the party in whose favor a judgment is entered a reasonable sum as attorneys’ fees and costs, which sum shall be paid by the losing party.

(d) Landlord’s Insurance. Notwithstanding anything contained to the contrary herein, Landlord and Tenant agree that Landlord intends that Tenant shall have the benefit of Landlord’s insurance policies to the extent Tenant is an additional insured thereunder.

(e) Definition of Tenant. The word “Tenant” whenever used herein shall be construed to mean Tenants or any one or more of them in all cases where there is more than one Tenant; and the necessary grammatical changes required to make the provisions hereof apply either to corporations or other organizations, partnerships or other entities, or individuals, shall in all cases be assumed as though in each case fully expressed herein. In all cases where there is more than one Tenant, the liability of each shall be joint and several.

(f) Definition of Landlord. The term “Landlord” as used in this Lease means only the owner or owners at the time being of the Premises so that in the event of any assignment, conveyance, foreclosure or sale, once or successively, of said Premises, or any assignment of this Lease by Landlord, said Landlord making such sale, conveyance or assignment shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder accruing after such sale, conveyance or assignment, but such covenants and obligations shall thereupon be assumed by and binding upon such purchaser, grantee or assignee as to matters arising after the date of such transfer and Tenant agrees to look solely to such purchaser, grantee or assignee with respect thereto. This Lease shall not be affected by any such assignment, conveyance or sale, and Tenant agrees to attorn to the purchaser, grantee or assignee.

(g) Governing Law; Construction. This Lease shall be governed by and construed in accordance with the laws of the State of Nevada without regard to choice of law rules. Exclusive jurisdiction and venue for any action concerning any matter arising out of or relating to this Lease shall be in the United States Bankruptcy Court, Southern District of New

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York for so long as such court may have or accept jurisdiction and the Federal District Court of the State of Nevada, thereafter. If any provision of this Lease shall be invalid or unenforceable, the remainder of this Lease shall not be affected but shall be enforced to the extent permitted by law. The captions, headings and titles in this Lease are solely for convenience of reference and shall not affect its interpretation. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Lease to be drafted. Each covenant, agreement, obligation, or other provision of this Lease to be performed by Tenant, including, without limitation, the payment of Rent, shall be construed as a separate and independent covenant of Tenant, not dependent on any other provision of this Lease. All terms and words used in this Lease, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. This Lease may be executed in counterpart and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

(h) WAIVER OF TRIAL BY JURY. LANDLORD AND TENANT, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE (A) TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY ANY PARTY TO THIS LEASE WITH RESPECT TO THIS LEASE, THE PREMISES, THE TENANT EASEMENT AREAS AND THE THIRD PARTY EASEMENT AREA OR ANY OTHER MATTER RELATED TO THIS LEASE OR THE PREMISES AND (B) SERVICE OF ANY NOTICE REQUIRED BY ANY PRESENT OR FUTURE LAW OR ORDINANCE APPLICABLE TO LANDLORDS OR TENANTS BUT NOT REQUIRED BY THE TERMS OF THIS LEASE.

(i) Memorandum of Lease. Upon execution of this Lease, Landlord and Tenant shall execute a short form Memorandum of Lease in the form of Exhibit E attached hereto. Landlord or Tenant shall each have the right to record such Memorandum at the sole expense of the party so recording.

(j) Exhibits. This Lease includes each attached and referenced Exhibit which are incorporated and made a part of this Lease.

(k) Counterparts. This Lease may be executed in counterparts and each counterpart shall be deemed an original and when taken together shall constitute one complete Lease.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Lease to be executed by their duly authorized representatives effective as of the day and year first above written.

LANDLORD:		TENANT:
LE PETOMANE XXVII, INC., an Illinois corporation, not individually but solely in the representative capacity as Trustee of the Nevada Environmental Response Trust		TRONOX LLC, a Delaware limited liability company
By:	/s/ Jay A. Steinberg, Not individually but solely as President	By:	/s/ Michael J. Foster
Printed Name:	Jay A. Steinberg	Printed Name:	Michael J. Foster
Title:	Not individually but solely as President	Title:	Vice President and Secretary
Date:	February 14, 2011	Date:	February 14, 2011

EXHIBIT A

DESCRIPTION OF PROPERTY

All that land situated in the County of Clark, State of Nevada, more particularly described as follows:

PARCEL 1 (APN 178-12-101-003):

The North One-Half (N 1/2) of the Northwest Quarter (NW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M. lying South of the Southerly boundary line of Warm Springs Road as described in Deed to the City of Henderson for road purposes, recorded July 28, 1998 in Book 980728 as Document No. 00996, Official Records.

PARCEL 2 (APN 178-12-201-005):

The South Half (S 1/2) of the Northwest Quarter (NW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M. lying South of the Southerly boundary line of Warm Springs Road as described in Deed to the City of Henderson for road purposes, recorded July 28, 1998 in Book 980728 as Document No. 00996, Official Records.

Excepting therefrom all that portion lying Southerly of the South line of that certain Parcel No. One (1) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

PARCEL 3 (APN 178-12-201-003):

That certain parcel within the South Half (S 1/2) of the Northwest Quarter (NW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M. being bounded as follows:

On the North by the South line of that certain Parcel No. One (1) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records;

On the East by the West line of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records;

On the West by the West line of that certain Parcel “A” as described in correction Deed to Western Electrochemical recorded August 29, 1952 in Book 67 as Document No. 389974, Official Records;

And on the South by the South line of said South Half (S 1/2) of the Northwest Quarter (NW 1/4).

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PARCEL 4 (APN 178-12-201-004):

The South Half (S 1/2) of the Northwest Quarter (NW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M.

Excepting therefrom all that portion lying Northerly of the South line of that certain Parcel No. One (1) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

Further excepting therefrom all that portion lying Westerly of the West line of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

PARCEL 5 (APN 178-12-601-004):

The South Half (S 1/2) of the Northeast Quarter (NE 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M. lying South of the Southerly boundary line of Warm Springs Road as described in Deed to the City of Henderson for road purposes, recorded July 28, 1998 in Book 980728 as Document No. 00996, Official Records.

Excepting therefrom that certain Parcel “BB” as described in Deed to Titanium Metals Corporation of America, recorded January 2, 1968 in Book 844 as Document No. 678200, Official Records.

Further excepting therefrom that certain parcel as described in Deed to Titanium Metals Corporation of America, recorded February 4, 1972 in Book 205 as Document No. 164259, Official Records.

Further excepting therefrom that portion lying within Lots One (1), Two (2) and Three (3) as shown by map thereof in File 99 of Parcel Maps, Page 70 in the Office of the County Recorder, Clark County, Nevada.

Further excepting therefrom that portion as described in Deed to the City of Henderson for road purposes, recorded September 3, 1998 in Book 980903 as Document No. 00703, Official Records.

Further excepting therefrom any portion lying Easterly of the Southwesterly right of way line of U.S. Highway 95.

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PARCEL 6 (APN 178-12-301-002):

That certain parcel lying within the North Half (N 1/2) of the Southwest Quarter (SW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M. being bounded as follows:

On the East by the West line of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records;

On the West by the West line of that certain Parcel “A” as described in correction Deed to Western Electrochemical recorded August 29, 1952 in Book 67 as Document No. 389974, Official Records;

On the North by the North line of said North Half (N 1/2) of the Southwest Quarter (SW 1/4); and

On the South by the South line of said North Half (N 1/2) of the Southwest Quarter (SW 1/4).

Excepting from the above described parcel any portion lying within Lot Four (4) as shown by map thereof in File 100 of Parcel Maps, Page 24 in the Office of the County Recorder, Clark County, Nevada.

PARCEL 7 (APN 178-12-301-003):

The North Half (N 1/2) of the Southwest Quarter (SW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M.

Excepting therefrom that portion lying Westerly of the West line of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

Together with all of the Government’s rights, title and interest in and to that certain easement granted by Stauffer Chemical Company of Nevada, a Nevada Corporation, to the United States of America by Easement Deed dated December 10, 1952 recorded May 27, 1953 as Document No. 405819 in Book 70 of Deeds, at Page 386, Official Records of Clark County, Nevada.

PARCEL 8 (APN 178-12-701-001):

The North Half (N 1/2) of the Southeast Quarter (SE 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M.

Excepting therefrom that portion lying Easterly and Southerly on the East and South lines of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

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PARCEL 9 (APN 178-12-701-003):

The North Half (N 1/2) of the Southeast Quarter (SE 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M.

Excepting therefrom that portion lying Westerly and Northerly of the East and South lines of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

Further excepting therefrom that portion lying Easterly of that East line of that certain Parcel “D” as described in correction Deed to Western Electrochemical Company recorded August 29, 1952 in Book 67 as Document No. 389974, Official Records.

PARCEL 10 (APN 178-12-401-002):

The South Half (S 1/2) of the Southwest Quarter (SW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M.

Excepting therefrom that portion lying Southerly and Westerly of the South and West lines of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

PARCEL 11 (APN 178-12-401-004):

The South Half (S 1/2) of the Southwest Quarter (SW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.B.&M.

Excepting therefrom all that portion lying West of the centerline of Fourth Street.

Further excepting therefrom all that portion lying North of the Southerly line of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, a Delaware Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224 of Official Records.

(APN 178-12-401-002)

Further excepting therefrom all those certain Parcels “A”, “C” and “D” as described in Deed to Western Electrochemical Company, a Nevada corp., recorded November 3, 1951 in Book 65 of Deeds, Page 353 as Document No. 377255, of Official Records.

(APN 178-12-401-010, 178-12-401-011, 178-12-401-005 and 178-12-401-006)

Further excepting therefrom that certain Parcel No. One (1) as described in Deed to United States Lime Products Corporation, a Nevada corp., recorded September 28, 1956 in Book 109 as Document No. 90226 of Official Records.

(APN 178-12-801-004)

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Further excepting therefrom that certain parcel described in Deed to the Flintkote Company, a Massachusetts corp., recorded November 3, 1971 in Book 177 as Document No. 141493 of Official Records.

(APN 178-12-801-003)

Further excepting therefrom that certain Parcel “S” as described in Deed to National Lead Company, a New Jersey corp., recorded June 20, 1967 in Book 803 as Document No. 645533 of Official Records, being more particularly described as follows:

Beginning at the Southwest (SW) corner of Section 12, Township 22 South, Range 62 East, Mount Diablo Base and Meridian;

Thence North 77°13’ East, 1354.23 feet to a point on the center line of Fourth Street, which point is the True Point of Beginning;

Thence North 8°51’37” West 189.0 feet along the center line of Fourth Street to its intersection with the center line of Avenue F;

Thence North 81°08’23” East 848.0 feet along the center line of Avenue F to a point;

Thence South 8°51’37” East 189.0 feet to a point;

Thence South 81°08’23” West 627.0 feet to a point;

Thence South 8°51’37” East 64.50 feet to a point;

Thence South 81°08’23” West 56.00 feet to a point;

Thence North 8°51’37” West 64.50 feet to a point;

Thence South 81°08’23” West 165.0 feet to the True Point of Beginning.

(APN 178-12-401-007)

Further excepting therefrom the following described parcel (APN 178-12-401-009):

Commencing at the Southwest (SW) corner of Section 12, Township 22 South, Range 62 East, M.D.B.&M. &M.,

Thence North 77°13’00” East 1354.23 feet to a point on the centerline of Fourth Street, said point the True Point of Beginning;

Thence North 81°08’23” East 165.00 feet;

Thence South 8°51’37” East 64.50 feet;

Thence North 81°08’23” East 56.00 feet;

Thence North 8°51’37” West 64.50 feet;

Thence North 81°08’23” East 627.00 feet;

Thence South 8°51’37” East 118.00 feet;

Thence North 81°08’23” East 5.00 feet;

Thence South 8°51’37” East 45.50 feet;

Thence North 81°08’23” East 134.00 feet;

Thence South 8°51’37” East 232.00 feet;

Thence North 81°08’23” East 304.40 feet to the North-South centerline of said Section 12;

Thence South 00°42’34” West 189.19 feet to the South Quarter (S 1/4) corner of said Section 12;

Thence along the South line of said Section 12 North 89°00’41” West 1278.81 feet to the centerline of Fourth Street;

Thence North 8°51’37” West along said centerline 327.21 feet to the True Point of Beginning.

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PARCEL 12 (APN 178-12-401-005):

That portion of the South Half (S 1/2) of the Southwest Quarter (SW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M., more particularly described as follows:

Commencing at the Southwest Quarter (SW 1/4) of said Section 12;

Thence North 71°13’36” East a distance of 1752.22 feet to the True Point of Beginning;

Thence North 08°51’37” West a distance of 166.50 feet;

Thence North 81°08’23” East a distance of 740.00 feet;

Thence South 08°51’37” East a distance of 166.50 feet;

Thence South 81°08’23” West a distance of 740.00 feet to the True Point of Beginning.

(Deed reference: “Parcel C” of 377255 recorded November 2, 1951)

PARCEL 13 (Portion APN 178-12-401-006):

That portion of the South Half (S 1/2) of the South Half (S 1/2) of Section 12, Township 22 South, Range 62 East, M.D.M., more particularly described as follows:

Commencing at the Southwest Quarter (SW 1/4) of said Section 12;

Thence North 74°16’34” East a distance of 2524.15 feet to the True Point of Beginning;

Thence North 08°51’37” West a distance of 166.50 feet;

Thence North 81°08’23” East a distance of 260.32 feet to a point on the Quarter Section line;

Thence South 00°42’34” West along the Quarter Section line a distance of 168.85 feet to a point;

Thence South 81°08’23” West a distance of 232.25 of the True Point of Beginning.

(Deed reference: “Parcel D” of 377255 recorded November 2, 1951).

PARCEL 14 (Portion of APN 178-12-401-006):

Commencing at the Southeast (SE) corner of Section 12, Township 22 South, Range 62 East, M.D.M.;

Thence North 71°29’35” West a distance of 2630.29 to the True Point of Beginning;

Thence South 81°08’23” West a distance of 149.75 feet to a point on the Quarter Section line;

Thence North 00°42’34” East along the Quarter Section line a distance of 168.85 feet to a point;

Thence North 81°08’23” East a distance of 121.68 feet to a point;

Thence South 08°51’37” East a distance of 166.50 feet to the True Point of Beginning.

(Deed reference: “Parcel E” of 377255 recorded November 2, 1951)

PARCEL 15 (APN 178-12-401-009):

Commencing at the Southwest (SW) corner of Section 12, Township 22 South, Range 62 East, M.D.B.&M. &M.,

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Thence North 77°13’00” East 1354.23 feet to a point on the centerline of Fourth Street, said point the True Point of Beginning;

Thence North 81°08’23” East 165.00 feet;

Thence South 8°51’37” East 64.50 feet;

Thence North 81°08’23” East 56.00 feet;

Thence North 8°51’37” West 64.50 feet;

Thence North 81°08’23” East 627.00 feet;

Thence South 8°51’37” East 118.00 feet;

Thence North 81°08’23” East 5.00 feet;

Thence South 8°51’37” East 45.50 feet;

Thence North 81°08’23” East 134.00 feet;

Thence South 8°51’37” East 232.00 feet;

Thence North 81°08’23” East 304.40 feet to the North-South centerline of said Section 12;

Thence South 00°42’34” West 189.19 feet to the South Quarter (S 1/4) corner of said Section 12;

Thence along the South line of said Section 12 North 89°00’41” West 1278.81 feet to the centerline of Fourth Street;

Thence North 8°51’37” West along said centerline 327.21 feet to the True Point of Beginning.

(Deed reference 389974, recorded August 29, 1952; and 377255 recorded November 2, 1951).

Excepting therefrom that portion lying within that parcel described in Deed to the Flintkote Company, a Massachusetts Corp., recorded November 3, 1971 in Book 177 as Document No. 141493 of Official Records.

PARCEL 16 (APN 178-12-401-010):

Beginning at the Southwest (SW) corner of Section 12, Township 22 South, Range 62 East, Mount Diablo Base and Meridian;

Thence North 78°16’05” East 2210.66 feet to a point which is the True Point of Beginning;

Thence North 81°08’23” East 10.00 feet to a point;

Thence South 8°51’37” East 95.17 feet to a point;

Thence North 81°08’23” East 272.00 feet to a point;

Thence North 8°51’37” West 95.17 feet to a point;

Thence North 81°08’23” East 244.52 feet to a point;

Thence South 0°42’34” West 243.89 feet to a point;

Thence South 81°08’23” West 119.97 feet to a point;

Thence South 8°51’37” East 108.5 feet to a point;

Thence North 81°08’23” East 0.33 feet to a point;

Thence South 8°51’37” East 144.00 feet to a point;

Thence South 81°08’23” West 227.33 feet to a point;

Thence North 8°51’37” West 232.00 feet to a point;

Thence South 81°8’23” West 134.00 feet to a point;

Thence North 8°51’37” West 45.50 feet to a point;

Thence South 81°08’23” West 5.00 feet to a point;

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Thence North 8°51’37” West 215.50 feet to the True Point of Beginning.

(Deed reference 377255, recorded November 2, 1951).

Excepting therefrom that portion of the South Half (S 1/2) of Section 12, Township 22 South, Range 62 East, M.D.M., described as follows:

Beginning at the South Quarter (S 1/4) corner of Section 12, Township 22 South, Range 62 East, M.D.M.;

Thence along the North-South center line of Section 12, North 0°53’32-1/2” East 189.18 feet, to a point on the South line of that parcel of land described in the Deed to Arrowhead Lime and Chemical Co., hereinafter referred to as Arrowhead Parcel, recorded May 31, 1951 as Document No. 371209, Official Records.

Thence North 81°08’23” East along the South line of said Arrowhead Parcel 597.98 feet to the True Point of Beginning;

Thence South 81°08’23” West, along the South line of said Arrowhead Parcel 675.67 feet, to the Southwest Corner of said Arrowhead Parcel;

Thence continuing along the boundary of said Arrowhead Parcel, North 8°51’37” West 144.00 feet;

Thence South 81°08’23” West, a distance of 0.33 feet;

Thence North 8°51’37” West, a distance of 108.50 feet;

Thence North 81°08’23” East, a distance of 376.00 feet;

Thence North 8°51’37” West, a distance of 238.00 feet;

Thence North 81°08’23” East, a distance of 300.00 feet to the Northeast Corner of said Arrowhead Parcel;

Thence North 8°51’37” West, a distance of 43.51 feet;

Thence South 81°08’23” West, a distance of 739.59 feet;

Thence South 8°51’37” East, a distance of 134.17 feet;

Thence South 81°08’23” West, a distance of 126.50 feet;

Thence South 8°51’37” East, a distance of 90.96 feet;

Thence North 81°08’23” East, a distance of 126.50 feet;

Thence South 8°51’37” East, a distance of 374.67 feet;

Thence North 81°08’23” East, a distance of 739.59 feet;

Thence North 8°51’37” West, a distance of 65.79 feet to the True Point of Beginning, as described in the Deed to the Flintkote Company, a Massachusetts corporation, recorded November 03, 1971 in Book 177 as Document No. 141493, Official Records.

(APN 178-12-801-003)

Further excepting therefrom that portion of the South Half (S  ¹⁄₂) of Section 12, Township 22 South, Range 62 East, M.D.M., more particularly described as follows:

Commencing at the South Quarter Corner of said Section 12;

Thence along the North-South center line of Section 12, North 0°53’32-1/2” East 189.18 feet;

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To a point on the South line of that parcel of land described in the Deed Arrowhead Lime and Chemical Co., hereinafter referred to as Arrowhead Parcel, recorded May 31, 1951, as Document No. 371209, Official Records;

Thence South 81°08’23” West along an extension of the South line of said Arrowhead Parcel, a distance of 141.61 feet;

Thence North 8°51’37” West, a distance of 308.88 feet to the True Point of Beginning;

Thence South 81°08’23” West, a distance of 126.50 feet;

Thence South 8°51’37” East, a distance of 30.00 feet;

Thence North 81°08’23” East, a distance of 126.50 feet;

Thence North 8°31’37” West to the True Point of Beginning, as described in the Deed to Chemstar, Inc., recorded October 18, 1988 in Book 881018 as Document No. 00862, Official Records.

(APN 178-12-401-011)

PARCEL 17 (APN 178-12-801-001)

The South Half (S 1/2) of the Southeast Quarter (SE 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M.

Excepting therefrom that portion lying Easterly of the East line of that certain “Parcel D” as described in Deed to Western Electrochemical Company, recorded August 29, 1952 in Book 67 as Document No. 389974, Official Records.

Further excepting therefrom that portion lying within that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

Further excepting therefrom that certain “Parcel E” as described in Deed to Western Electrochemical Company, recorded November 2, 1951 in Book 65 as Document No. 377255.

Further excepting therefrom that certain “Parcel Two (2)” as described in Deed to United States Lime Products Corporation, recorded September 28, 1956 in Book 109 as Document No. 90226, Official Records.

Further excepting therefrom any portion lying within that certain parcel described in Deed to Flintkote Company, recorded November 3, 1971 in Book 177 as Document No. 141493, Official Records.

PARCEL 18 (APN 178-13-501-001):

That portion of the North Half (N 1/2) of the Northeast Quarter (NE 1/4) of Section 13, Township 22 South, Range 62 East, M.D.M., more particularly described as follows:

Beginning at the North Quarter (N 1/4) corner of Section 13, Township 22 South, Range 62 East, Mount Diablo Base and Meridian,

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Thence South 88°59’591/2” East 1456.55 feet along the North line of Section 13 to a point on the center line of Eleventh Street;

Thence South 8°51’37” East 637.87 feet along the center line of Eleventh Street;

Thence South 81°08’23” West 40.0 feet to West boundary of Eleventh Street;

Thence North 8°51’37” West 335.75 feet to a point;

Thence South 81°08’23” West 240.0 feet to a point;

Thence North 8°51’37” West 65.0 feet to a point;

Thence South 81°08’23” West 34.0 feet to a point;

Thence North 8°51’37” West 6.0 feet to a point;

Thence South 81°08’23” West 12.0 feet to a point;

Thence South 8°51’37” East 6.0 feet to a point;

Thence South 81°08’23” West 64.0 feet to a point;

Thence South 8°51’37” East 1.5 feet to a point;

Thence South 81°08’23” West 212.0 feet to a point;

Thence South 8°51’37” East 63.5 feet to a point;

Thence South 81°08’23” West 903.0 feet to a point;

Thence North 8°51’37” West 29.0 feet to a point;

Thence South 81°08’23” West 12.27 feet to a point on the North and South center line of Section 13;

Thence North 0°05’03” East 528.98 feet along the North and South center line of Section 13 to the Point of Beginning.

(Deed reference 389974 recorded August 29, 1952).

PARCEL 19 (APN 178-13-101-002, Portion 178-13-601-001 and Portion 178-13-601-002):

That portion of the Northwest Quarter (NW 1/4) of Section 13, Township 22 South, Range 62 East, M.D.M., more particularly described as follows:

Beginning at the North Quarter (N 1/4) corner of Section 13, Township 22 South, Range 62 East, Mount Diablo Base and Meridian,

Thence South 0°05’03” West 528.98 feet to a point;

Thence South 81°08’23” West 22.73 feet to a point;

Thence South 8°51’37” East 29.00 feet to a point;

Thence South 81°08’23” West 341.00 feet to a point;

Thence North 8°51’37” West 65.00 feet to a point;

Thence South 81°08’23” West 362.00 feet to a point;

Thence South 8°51’37” East 234.00 feet to a point;

Thence North 81°08’23” East 362.00 feet to a point;

Thence North 8°51’37” West 49.00 feet to a point;

Thence North 81°08’23” East 340.27 feet to a point;

Thence South 0°05’03” West 1905.17 feet to a point on the center line of B M P Highway;

Thence South 81°08’23” West 118.06 feet to a point;

Thence North 8°51’37” West 1591.50 feet to a point on the center line of Avenue J;

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Thence South 81°08’23” West 740.00 feet to a point on the center line of Fourth Street;

Thence North 8°51’37” West 508.50 feet along the center line of Fourth Street to a point on the center line of Avenue H;

Thence North 81°08’23” East 355.0 feet along the center line of Avenue H to a point on the center line of Fifth Street;

Thence North 8°51’37” West 555.0 feet along the center line of Fifth Street to a point on the center line of Avenue G;

Thence South 81°08’23” West 355.0 feet along the center line of Avenue G to a point on the center line of Fourth Street;

Thence North 8°51’37” West 117.29 feet along the center line of Fourth Street to a point on the North line of Section 13;

Thence South 89°00’41” East 1278.82 feet along the North line of Section 13 to the North Quarter (N 1/4) point, which is the Point of Beginning.

(Deed reference: “Parcel B” of 389974, recorded August 29, 1952).

Excepting therefrom that portion described in Deed to the State of Nevada for road purposes, recorded October 10, 1955 in Book 70 as Document No. 58733, Official Records.

Further excepting therefrom that portion described in Deed to the State of Nevada for road purposes, recorded January 16, 1957 in Book 118 as Document No. 97499, Official Records.

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PARCEL 20 (APN 178-13-501-005, Portion 178-13-601-001 and Portion 178-13-601-002):

Beginning at the Northeast (NE) corner of Section 13, Township 22 South, Range 62 East, Mount Diablo Base and Meridian;

Thence South 76°34’05” West 2727.32 feet to a point on the North and South center line of Section 13, which point is the True Point of Beginning;

Thence North 81°08’23” East 350.73 feet to a point on the West boundary of Eighth Street; Thence North 8°51’37” West 120.0 feet to a point;

Thence North 81°08’23” East 40.0 feet to a point on the East boundary of Eighth Street;

Thence South 8°51’37” East 120.0 feet to a point;

Thence North 81°08’23” East 350.0 feet to a point;

Thence South 8°51’37” East 215.75 feet to a point;

Thence North 81°08’23” East 637.0 feet to a point;

Thence South 8°51’37” East 126.25 feet to a point;

Thence South 81°08’23” West 454.0 feet to a point;

Thence South 8°51’37” East 232.5 feet to a point on the North boundary of Avenue L;

Thence North 81°08’23” East 454.0 feet to a point;

Thence South 8°51’37” East 40.0 feet to a point on the South boundary of Avenue L;

Thence South 81°08’23” West 454.0 feet to a point;

Thence South 8°51’37” East 1167.5 feet to a point on the North boundary of B M P Highway; Thence North 81°08’23” East 454.0 feet to a point;

Thence South 8°51’37” East 200.0 feet to a point on the South boundary of B M P Highway; Thence South 81°08’23” West 554.0 feet to a point;

Thence North 8°51’37” West 100.0 feet to a point;

Thence South 81°08’23” West 1119.94 feet along the center line of B M P Highway to a point;

Thence North 0°05’03” East 1905.17 feet along the North and South center line of Section 13 to the True Point of Beginning.

(Deed reference 389974 recorded August 29, 1952).

Excepting therefrom that portion described in Deed to the State of Nevada for road purposes, recorded October 10, 1955 in Book 70 as Document No. 58733, Official Records.

Further excepting therefrom that portion described in Deed to the State of Nevada for road purposes, recorded January 16, 1957 in Book 118 as Document No. 97499, Official Records.

PARCEL 21: (APN 178-12-415-00)

That portion of the Southwest Quarter (SW  ¹⁄₄) of Section 1 and that portion of the North Half (N  ¹⁄₂) of Section 12, all in Township 22 South, Range 62 East, M.D.M., described as follows:

All of Lot One (1) of the FINAL MAP OF NORTH GATE (a commercial subdivision) as shown by map thereof on file in Book 139 of Plats, Page 11 in the Office of the County Recorder, Clark County, Nevada.

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PARCEL 22: (APN 178-12-110-004)

A portion of Lot Two (2) of FINAL MAP OF NORTH GATE (a commercial subdivision) as shown in Book 139 of Plats, Page 11, Official Records, Clark County, Nevada, located in a portion of the Northeast Quarter (NE  ¹⁄₄) of the Northwest Quarter (NW  ¹⁄₄) of Section 12, Township 22 South, Range 62 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Beginning at the Northwest corner of the Northeast Quarter (NE  ¹⁄₄) of the Northwest Quarter (NW  ¹⁄₄) of said Section 12, same being the Northwest corner of said Lot Two (2); thence South 89°52’36” East, along the North line thereof, coincident with the North boundary of said Lot Two (2), a distance of 587.32 feet; thence South 00°00’00” West departing said North line and said North boundary, 1008.29 feet to the beginning of a non-tangent curve concave Southwesterly having a radius of 15050.00 feet, same being the Northeasterly right-of-way of West Warm Springs Road, a radial line to said beginning bears North 25°47’29” East; thence along said curve and said Northeasterly right-of-way to the left through a central angle of 02°23’44”, an arc length of 629.26 feet t the West boundary of said Lot Two (2); thence North 01°09’49” West, departing said Northeasterly right-of-way and along said West boundary, 747.85 feet to the Point of Beginning.

Being Lot 2-3 as shown on Record of Survey in File 173 of Surveys, Page 95 recorded June 17, 2008 in Book 20080617 as Document No. 03407, Official Records, Clark County, Nevada.

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EXHIBIT B

DESCRIPTION OF LAND

A PARCEL OF LAND BEING PORTION OF SECTION 12 AND THE NORTH HALF OF SECTION 13, TOWNSHIP 22 SOUTH, RANGE 62 EAST, M.D.M., CITY OF HENDERSON, COUNTY OF CLARK, STATE OF NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE QUARTER CORNER COMMON TO SECTIONS 1 AND 12 IN TOWNSHIP 22 SOUTH, RANGE 62 EAST, M.D.M., SAID CORNER BEARING NORTH 89°58’19” WEST, DISTANT 2,608.03 FEET FROM THE SECTION CORNER COMMON TO SECTION 1, SECTION 12 IN SAID TOWNSHIP AND SECTION 6, IN TOWNSHIP 22 SOUTH, RANGE 63 EAST M.D.M. SAID QUARTER CORNER BEING FURTHER DESCRIBED AS BEING ON THE BOUNDARY LINE OF THE NORTH GATE COMMERCIAL SUBDIVISION AS SHOWN BY MAP THEREOF IN BOOK 139, PAGE 11 OF PLATS IN THE OFFICE OF THE CLARK COUNTY, NEVADA RECORDER;

THENCE SOUTH 00°34’46” WEST ALONG SAID BOUNDARY LINE OF SAID MAP (RECORD BEARING: SOUTH 00°35’21” WEST ON SAID MAP), A DISTANCE OF 1315.91 FEET TO AN ANGLE POINT ON THE BOUNDARY OF SAID MAP AND THE NORTH END OF THE LINE BETWEEN LOTS 2 AND 3 WITHIN SAID NORTH GATE COMMERCIAL SUBDIVISION MAP;

THENCE CONTINUING SOUTH 00°34’46” WEST ALONG THE LINE COMMON TO SAID LOTS 2 AND 3 A DISTANCE OF 34.45 FEET TO A POINT ON THE SOUTH BOUNDARY OF SAID NORTH GATE COMMERCIAL SUBDIVISION, ALSO BEING A POINT THE NORTERLY RIGHT-OF-WAY OF WARM SPRINGS ROAD;

THENCE CONTINUING SOUTH 00°34’46” WEST, DEPARTING SAID SOUTH BOUNDARY OF THE NORTH GATE COMMERCIAL SUBDIVISION AND SAID NORTH RIGHT-OF-WAY OF WARM SPRINGS ROAD A DISTANCE OF 502.50 FEET TO THE NORTHERLY LINE OF THE TRONOX LEASE AREA PARCEL AND THE POINT OF BEGINNING;

THENCE SOUTH 84°35’08” EAST, A DISTANCE OF 538.37 FEET;

THENCE SOUTH 63°37’45” EAST, A DISTANCE OF 412.38 FEET TO THE EAST LINE OF PARCELS “C AND D” AS DESCRIBED IN THE DEED RECORDED AUGUST 29, 1952 IN BOOK 67 AS DOCUMENT NO. 389974, CLARK COUNTY OFFICIAL RECORDS;

THENCE SOUTH 09°13’02” EAST ALONG SAID EAST LINE, A DISTANCE OF 3,557.05 FEET;

THENCE, DEPARTING SAID EAST LINE OF PARCELS “C & D”, SOUTH 80°46’58” WEST, A DISTANCE OF 40.00 FEET TO AN ANGLE POINT ON THE SOUTHERLY BOUNDARY LINE OF SAID PARCEL “C”;

THENCE, CONTINUING THE NEXT 13 COURSES ALONG THE BOUNDARY OF SAID PARCEL “C”, (1) SOUTH 80°46’58” WEST, A DISTANCE OF 240.00 FEET;

THENCE (2) NORTH 09°13’02” WEST, A DISTANCE OF 65.00 FEET;

THENCE (3) SOUTH 80°46’58” WEST, A DISTANCE OF 34.00 FEET;

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THENCE (4) NORTH 09°13’02” WEST, A DISTANCE OF 6.00 FEET;

THENCE (5) SOUTH 80°46’58” WEST, A DISTANCE OF 12.00 FEET;

THENCE (6) SOUTH 09°13“02” EAST, A DISTANCE OF 6.00 FEET;

THENCE (7) SOUTH 80°46’58” WEST, A DISTANCE OF 64.00 FEET;

THENCE (8) SOUTH 09°13’02” EAST, A DISTANCE OF 1.50 FEET;

THENCE (9) SOUTH 80°46’58” WEST, A DISTANCE OF 212.00 FEET;

THENCE (10) SOUTH 09°13’02” EAST, A DISTANCE OF 63.50 FEET;

THENCE (11) SOUTH 80°46’58” WEST, A DISTANCE OF 548.00 FEET;

THENCE (12) SOUTH 09°13’02’ EAST, A DISTANCE OF 120.00 FEET;

THENCE (13) NORTH 80°46’58” EAST, A DISTANCE OF 260.21 FEET;

THENCE, DEPARTING SAID BOUNDARY OF PARCEL “C”, SOUTH 09°13’02” EAST, A DISTANCE OF 492.13 FEET;

THENCE SOUTH 82°17’55” WEST, A DISTANCE OF 252.71 FEET TO THE EAST LINE OF THAT EASEMENT TO NEVADA POWER COMPANY, RECORDED DECEMBER 22, 1969 IN BOOK 999, INSTRUMENT 802599, CLARK COUNTY OFFICIAL RECORDS;

THENCE SOUTH 09°13’02” EAST ALONG SAID NEVADA POWER COMPANY EASEMENT EAST LINE , A DISTANCE OF 117.53 FEET TO THE NORTH LINE OF THAT EASEMENT TO SOUTHERN NEVADA POWER COMPANY, RECORDED DECEMBER 2, 1955 IN BOOK 75, DOCUMENT 63188, CLARK COUNTY OFFICIAL RECORDS;

THENCE, DEPARTING SAID NEVADA POWER COMPANY EASEMENT EAST LINE AND ALONG SAID SOUTHERN NEVADA POWER COMPANY EASEMENT NORTH LINE, SOUTH 80°46’58” WEST, A DISTANCE OF 812.58 FEET TO THE WESTERLY LINE OF PARCEL “B” AS DESCRIBED IN SAID DEED RECORDED AUGUST 29, 1952 IN BOOK 67 AS DOCUMENT NO. 389974, CLARK COUNTY OFFICIAL RECORDS;

THENCE THE NEXT THREE COURSES ALONG SAID BOUNDARY LINE OF PARCEL “B”, NORTH 09°13’02” WEST, A DISTANCE OF 312.48 FEET;

THENCE, SOUTH 80°46’58” WEST, A DISTANCE OF 740.00 FEET;

THENCE, NORTH 09°13’02” WEST, A DISTANCE OF 241.48 FEET;

THENCE DEPARTING SAID BOUNDARY OF PARCEL “B”, NORTH 80°46’58” EAST, A DISTANCE OF 451.48 FEET TO A POINT AGAIN ON THE BOUNDARY OF SAID PARCEL “B” PREVIOUSLY HEREIN DESCRIBED AS THE PROPERTY IN SAID DEED RECORDED AUGUST 29, 1952 IN BOOK 67 AS DOCUMENT NO. 389974, CLARK COUNTY OFFICIAL RECORDS;

THENCE THE NEXT NINE COURSES ALONG SAID PARCEL “B” BOUNDARY: (1) CONTINUING NORTH 80°46’58” EAST, A DISTANCE OF 362.00 FEET;

THENCE (2) NORTH 09°13’02” WEST, A DISTANCE OF 49.00 FEET;

THENCE (3) NORTH 80°46’58” EAST, A DISTANCE OF 691.01 FEET;

THENCE (4) NORTH 09°13’02” WEST, A DISTANCE OF 120.00 FEET;

THENCE (5) SOUTH 80°46’58” WEST, A DISTANCE OF 315.01 FEET;

THENCE (6) NORTH 09°13’02” WEST, A DISTANCE OF 29.00 FEET;

THENCE (7) SOUTH 80°46’58” WEST, A DISTANCE OF 35.00 FEET;

THENCE (8) SOUTH 09°13’02” EAST, A DISTANCE OF 29.00 FEET;

THENCE (9) SOUTH 80°46’58” WEST, A DISTANCE OF 88.07 FEET;

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THENCE, DEPARTING THE BOUNDARY OF SAID PARCEL “B”, NORTH 09°13’02” WEST, A DISTANCE OF 98.02 FEET;

THENCE SOUTH 80°46’58” WEST, A DISTANCE OF 711.41 FEET TO AN ANGLE POINT ON THE WESTERLY BOUNDARY OF PARCEL “B” AS PREVIOUSLY DESCRIBED HEREIN AS RECORDED IN BOOK 67 AS DOCUMENT NO. 389974, CLARK COUNTY OFFICIAL RECORDS;

THENCE NORTH 09°13’02” WEST, ALONG THE WESTERLY BOUNDARY OF SAID PARCEL “B”, A DISTANCE OF 161.49 FEET;

THENCE, AGAIN DEPARTING THE WESTERLY BOUNDARY OF SAID PARCEL “B”, NORTH 80°46’58” EAST, A DISTANCE OF 764.92 FEET;

THENCE NORTH 09°13’02” WEST, A DISTANCE OF 237.71 FEET;

THENCE SOUTH 80°46’58” WEST, A DISTANCE OF 122.96 FEET;

THENCE NORTH 09°13’02” WEST, A DISTANCE OF 175.00 FEET;

THENCE NORTH 80°46’58” EAST, A DISTANCE OF 154.35 FEET TO THE SOUTHWESTERLY CORNER OF THE BOUNDARY OF THE PARCEL DESCRIBED IN THE DEED RECORDED NOVEMBER 3, 1971 IN BOOK 177, DOCUMENT NO. 141493, CLARK COUNTY OFFICIAL RECORDS;

THENCE, CONTINUING NORTH 80°46’58” EAST, A DISTANCE OF 739.59 FEET ALONG THE SOUTHERLY BOUNDARY OF SAID PARCEL TO THE SOUTHEASTERLY CORNER THEREOF;

THENCE NORTH 09°13’02” WEST, ALONG THE EASTERLY BOUNDARY OF SAID PARCEL, A DISTANCE OF 599.79 FEET TO THE NORTHEASTERLY CORNER THEREOF;

THENCE SOUTH 80°46’58” WEST, ALONG THE NORTHERLY BOUNDARY OF SAID PARCEL, A DISTANCE OF 353.02 FEET;

THENCE NORTH 09°13’02” WEST, DEPARTING THE NORTHERLY BOUNDARY OF SAID PARCEL DESCRIBED IN BOOK 177, DOCUMENT NO. 141493, CLARK COUNTY OFFICIAL RECORDS, A DISTANCE OF 34.50 FEET TO THE SOUTHEASTERLY CORNER OF THE BOUNDARY OF PARCEL “E” AS DESCRIBED IN THE DEED RECORDED NOVEMBER 2, 1951 IN BOOK 65, PAGE 353, DOCUMENT NO. 377255, CLARK COUNTY OFFICIAL RECORDS;

THENCE CONTINUING NORTH 09°13’02” WEST ALONG THE EASTERLY BOUNDARY OF SAID PARCEL “E”, A DISTANCE OF 166.50 FEET TO THE NORTHEASTERLY CORNER THEREOF;

THENCE, DEPARTING THE BOUNDARY OF SAID PARCEL “E”, NORTH 80°46’58” EAST, A DISTANCE OF 357.69 FEET;

THENCE NORTH 09°13’02” WEST, A DISTANCE OF 300.01 FEET TO THE SOUTH BOUNDARY OF “PARCEL 2” AS DESCRIBED IN THE DEED RECORDED MARCH 23, 1962 IN BOOK 349, DOCUMENT NO. 282224, CLARK COUNTY OFFICAL RECORDS;

THENCE SOUTH 80°46’58” WEST, A DISTANCE OF 1,612.40 FEET ALONG THE SOUTHERLY BOUNDARY OF SAID “PARCEL 2”;

THENCE, DEPARTING THE SOUTHERLY BOUNDARY OF SAID “PARCEL 2”, NORTH 09°13’02” WEST, A DISTANCE OF 255.21 FEET;

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THENCE NORTH 80°46’58” EAST, A DISTANCE OF 1,516.27 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 200.00 FEET AND A CENTRAL ANGLE OF 40°46’48”;

THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 142.35 FEET TO A POINT OF TANGENCY;

THENCE NORTH 40°00’10” EAST, A DISTANCE OF 249.03 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 150.00 FEET AND A CENTRAL ANGLE OF 49°27’10”;

THENCE NORTHERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 129.47 FEET TO A POINT OF TANGENCY;

THENCE NORTH 09°27’00” WEST, A DISTANCE OF 772.82 TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 238.75 FEET AND A CENTRAL ANGLE OF 47°24’02”;

THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 197.52 FEET TO A POINT TO WHICH A RADIAL LINE BEARS NORTH 33°08’58” EAST;

THENCE SOUTH 79°47’08” WEST, A DISTANCE OF 26.79 FEET;

THENCE SOUTH 52°06’34” WEST, A DISTANCE OF 6.10 FEET;

THENCE NORTH 38°56’53” WEST, A DISTANCE OF 29.33 FEET;

THENCE NORTH 52°45’45” EAST, A DISTANCE OF 11.29 FEET TO THE BEGINNING OF AN NON-TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 45.00 FEET, A CENTRAL ANGLE OF 13°45’37” AND TO WHICH POINT A RADIAL LINE BEARS NORTH 31°21’33” EAST;

THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 10.81 FEET TO A POINT OF TANGENCY;

THENCE NORTH 72°24’04” WEST, A DISTANCE OF 1.62 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 200.00 FEET AND A CENTRAL ANGLE OF 26°40’34”;

THENCE WESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 93.12 FEET TO A POINT OF TANGENCY;

THENCE SOUTH 80°55’22” WEST, A DISTANCE OF 335.39 FEET;

THENCE SOUTH 87°23’50” WEST, A DISTANCE OF 108.10 FEET;

THENCE NORTH 08°16’06” WEST, A DISTANCE OF 137.79 FEET;

THENCE NORTH 63°38’32” WEST, A DISTANCE OF 234.90 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE EASTERLY, HAVING A RADIUS OF 198.00 FEET, A CENTRAL ANGLE OF 18°06’38” AND TO SAID POINT A RADIAL LINE BEARS SOUTH 76°21’51” WEST;

THENCE NORTHERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT A DISTANCE OF 62.59 FEET TO A POINT OF TANGENCY;

THENCE NORTH 04°28’29” EAST, A DISTANCE OF 348.28 FEET TO THE NORTHERLY LINE OF THE TRONOX LEASE AREA PARCEL;

THENCE SOUTH 84°35’08” EAST, ALONG SAID NORTH LINE, A DISTANCE OF 445.85 FEET TO THE POINT OF BEGINNING;

CONTAINING 4,951,029 SQ. FT. OR 113.660 ACRES, MORE OR LESS.

B-4

BASIS OF BEARINGS: NORTH 89°58’19” WEST, BEING THE NORTH LINE OF THE NORTHEAST QUARTER (NE 1/4) OF SECTION 12, TOWNSHIP 22 SOUTH, RANGE 62 EAST, M.D.M.

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EXHIBIT C

TENANT EASEMENTS

ACCESS:

1. 8^th Street Access Road. During the Term and on the terms set forth in this Lease, including without limitation, this Exhibit C and, if applicable, Exhibit C-1, Landlord grants to Tenant: (i) a nonexclusive easement for vehicular and pedestrian ingress and egress to and from the Premises for Tenant, its employees, officers, contractors, customers, agents and licensees in connection with and limited to the operation of the Henderson Business on, over and across the Remaining Tract in the location of the access driveway from Lake Mead Parkway to the southern boundary of the Premises (the “8^th Street Access Road”) as it exists on the Effective Date; (ii) a nonexclusive easement on and over the Remaining Tract located ten (10) feet on either side of the 8^th Street Access Road for the limited purposes of the repair, maintenance, resurfacing and replacement of said 8^th Street Access Road and the repair, maintenance, installation, replacement and restoration of the landscaping on either side of the 8^th Street Access Road; and (iii) a nonexclusive easement on and over the Remaining Tract located ten (10) feet on either side of the 8^th Street Access Road for the limited purposes of the repair, maintenance, installation, replacement and restoration of the existing water lines and power lines which service the landscaping and lighting for the 8th Street Access Road (collectively, the “8^th Street Access Road Easements”).

2. Emergency Access. During the Term and on the terms set forth in this Lease, including without limitation, this Exhibit C and, if applicable, Exhibit C-1 and then only to the extent required by applicable Law and Requirements or the City of Henderson Fire Department and only to the extent Landlord has the right and title to do so, Landlord grants to Tenant a nonexclusive easement for emergency vehicular and pedestrian ingress and egress in connection with and limited to the operation of the Henderson Business on, over and across such access as Landlord may from time to time install within (i) the area marked as 10B on Exhibit C-1 to Warm Springs Road on property owned by Landlord (the “North Emergency Access Area”) and (ii) the area marked as 1B on Exhibit C-1 to the extent located on the Remaining Tract (the “South Emergency Access Area”). Said access shall be used by Tenant solely for the purpose of emergency egress from the Premises and for the use of emergency vehicles to have ingress and egress to the northern portion of the Premises, with regard to the North Emergency Access Area, and the southeast portion of the Premises, with regard to the South Emergency Access Area. Tenant shall not be obligated to repair or maintain said access except for damages caused by Tenant or its Agents and as provided in any applicable indemnities.

3. Lab and Pronto Access. During the Term and on the terms set forth in this Lease, including without limitation, this Exhibit C and, if applicable, Exhibit C-1, and then only to the extent Landlord has the right and title to do so, Landlord grants to Tenant, a nonexclusive easement for vehicular and pedestrian ingress and egress on, over and across the Remaining Tract in the location of the existing access going north along 4^th Street and then east along Avenue “H” and then north along 5^th Street and then west along Avenue “G” and then north along 4^th Street (the “4^th/5^th Street Access”) for up to six employees a day for the sole purpose of access to and from the lab located on the Premises as of the Effective Date in connection with

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and limited to the operation of the Henderson Business and for employees of Pronto Constructers, Inc. (“Pronto”) to access the portion of the Premises subleased on the Effective Date by Pronto (the “Pronto Premises”) under the existing sublease between Tenant and Pronto (the “Pronto Sublease”) from Lake Mead Parkway to and from the Pronto Premises until such time as the Pronto Sublease expires or is terminated. If such access by the employees of Pronto is reasonably determined by Landlord to interfere with Landlord’s activities on the Remaining Tract, Tenant agrees to terminate the Pronto Sublease within sixty (60) days after notice from Landlord to do so. The parties acknowledge and agree that Landlord does not have the right to the entire 4^th/5^th Street Access and only grants an easement to Tenant to the extent Landlord has rights in and to the 4^th/5^th Street Access. Tenant shall not be obligated to repair or maintain said access except for damages caused by Tenant or its Agents including, without limitation, Pronto and its Agents, and as provided in any applicable indemnities.

SPUR TRACKS:

4. Spur Track Easement. During the Term and on the terms set forth in this Lease, including without limitation, Section 16(g) thereof, this Exhibit C and, if applicable, Exhibit C-1 and then only to the extent Landlord has the right and interest to do so, Landlord hereby grants to Tenant a nonexclusive easement to use in connection with and limited to the operation of the Henderson Business, the Spur Tracks on the Remaining Tract identified by Numbers 5, 5B, 5C and 12 on Exhibit C-1 as said Spur Tracks exist on the Remaining Tract as of the Effective Date and over the Spur Tracks identified by Numbers 5E, 8, 8A, 8B and 10 on Exhibit C-1 as said Spur Tracks exist on the Remaining Tract, but only to comply with certain agreements assumed by Tenant as of the Effective Date relating thereto and the existing use as of the Effective Date by adjacent landowners described in Section 16(g). Tenant shall be responsible for and shall maintain and repair such Spur Tracks to, at a minimum, the Repair Standard and shall comply with any and all requirements relating to the Spur Tracks or the use and operation thereof imposed by any agreements relating thereto or by the railroad company, other servicers or companies operating the same and any other entity with rights thereto or jurisdiction thereof. Tenant shall provide Landlord promptly with any and all notices received or given by Tenant in connection with any of the Spur Tracks on the Property. Tenant does not have the right to and shall not amend, modify, waive, consent to or otherwise change in any way the terms of any agreement, easement or other document, whether written or oral, relating to the Spur Tracks without Landlord’s prior written consent, except as set forth in Section 16(g) of this Lease.

DRAINAGE:

5. Drainage. During the Term and on the terms set forth in this Lease, including without limitation, this Exhibit C and, if applicable, Exhibit C-1, Landlord grants to Tenant a nonexclusive easement for the existing natural drainage of the Premises on, over, across and under the Remaining Tract but only to the extent of the existing natural flowage as of the Effective Date and then only in compliance with all Laws and Requirements and Tenant shall not modify or otherwise change the grade of any part of the Premises or any Tenant Easement Area or create any additional impervious surfaces or take any other action or fail to take any action that would result in an increase in drainage on, over, under or across the Remaining Tract without Landlord’s prior written consent, which consent shall not be unreasonably withheld conditioned or delayed. In connection with such consent, Landlord may, among other items,

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require a drainage study. If Landlord, in its sole discretion, elects to undertake the construction of drainage ponds or otherwise to alter or change the existing drainage flows on, over, under or across the Property, Tenant agrees to cooperate with Landlord to achieve any such drainage plan, including without limitation providing access to the applicable portion of the Premises for such limited purposes and, provided such plan is reasonable and is undertaken in good faith, to pay Tenant’s proportionate and reasonable cost of implementing such drainage plan as reasonably determined by Landlord; provided, in no event shall any such construction or change in the existing flow or any activities related thereto, interfere in any material adverse or unreasonable respect with Tenant’s operation of the Henderson Business unless related to Environmental Actions, in which event the provisions of Section 24(a) shall control.

UTILITY LINES:

6. Utility Facilities. During the Term and on the terms set forth in this Lease, including without limitation, this Exhibit C and, if applicable, Exhibit C-1, Landlord grants to Tenant: a nonexclusive easement on, over or under the Remaining Tract in the areas generally identified by the light blue lines at 2B on Exhibit C-1 in the location of and for the single existing gas line and the single existing water line to service the steam plant located on the Premises and to be used in connection with and limited to the operation of the Henderson Business.

7. Intentionally Deleted.

8. Third Party Easement. During the Term and on the terms set forth in this Lease, including without limitation, this Exhibit C and, if applicable, Exhibit C-1, Landlord grants to Tenant: an exclusive right to use those certain Facilities consisting of a certain 6 inch gas line serving the Premises in connection with and limited to the operation of the Henderson Business, which line is installed and located on property owned currently by Timet Corporation f/k/a Titanium Metals Corporation (“Timet”) pursuant to that certain Grant of Easement and Agreement dated as of August 17^th, 2007, by and among Timet and certain of Debtors (as amended from time to time, the “Third Party Easement Agreement”) and which easement agreement has been assigned by said Debtors to Landlord. Tenant shall comply fully and timely with all of the obligations of the Tronox party under the Third Party Easement Agreement and shall provide Landlord promptly with any and all notices received or given by Tenant in connection therewith. Tenant does not have the right to and shall not amend, modify, waive, consent to or otherwise change in any way the terms of the Third Party Easement without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

9. Water and Power for Tronox Waste Water Pond Pump. During the Term and on the terms set forth in this Lease, including without limitation, this Exhibit C and, if applicable, Exhibit C-1, Landlord grants to Tenant: a nonexclusive right to use a small amount of power, not to exceed 22,000 kilowatt hours per month, and a small amount of water, not to exceed 100,000 gallons per month, solely for the operation of the waste water pump currently serving the two waste water ponds located at the northerly end of the Premises and identified on Exhibit C-1 as WC-West Pond and WC-East Pond as such ponds and pump system are used and configured on the Effective Date. Landlord may require at any time in its sole discretion that Tenant, at its sole cost, separately meter the water and/or the power serving said pump within 30

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days after Landlord’s written request to do so is sent to Tenant and Tenant shall thereafter pay all costs associated with such water and power by deducting said amounts from any bills to Landlord from Tenant for utility costs under the Lease. If, for any reason the utility bills are sent and paid directly by Landlord, then Landlord shall bill Tenant directly therefor and Tenant shall pay such amounts within 10 days after being invoiced therefor. The terms and provisions of Section 5(c) of the Lease shall apply with respect to the reading, maintenance and audit rights relating to the meters.

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EXHIBIT C-1

UTILITY PLAN/TENANT EASEMENT AREAS/LANDLORD RESERVED AREAS

See Attached

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EXHIBIT D

Landlord’s Reservation of Rights: Utilities, Access and Drainage

In addition to and in no way in limitation of Landlord’s general reserved rights more particularly described in the Lease, in particular but without limitation, in Section 24 thereof, Landlord retains and reserves:

UTILITIES:

(a) the exclusive specific right to install, use, operate, maintain, repair, replace, restore, reconstruct, relocate and/or improve the dedicated water lines, at Landlord’s sole cost, as generally shown by dark purple lines on Exhibit C-1 as 8U (the “Remediation Water Lines”) until the Water Infrastructure is operational and the dedicated power line as generally shown by a red dashed line on Exhibit C-1 as 7U (the “Remediation Power Line”) up to the point of separate metering, for use in the operation of the Remediation Systems and Environmental Actions, and provided that Landlord can only use the Remediation Water Lines and Remediation Power Line for Environmental Actions, including, without limitation, the Remediation Systems and to enter upon the Premises for all of the foregoing purposes, subject only to the applicable terms and provisions of Section 24(a) of this Lease. Pursuant to Section 5(c) of this Lease, until such time as Tenant has completed the installation of (i) working bi-directional flow meters at the points shown on Exhibit C-1 by 2 circles designated by an 8U on the dark purple lines representing water service, which meters measure water flowing into and out of said Remediation Water Lines so that Landlord is metered only for actual usage, and by the circle designated by the southern most 7U on the dashed red line representing the electrical power service so that the water and power serving the Remediation Systems are being separately metered in a manner reasonably satisfactory to Landlord, Tenant shall pay for the water and power serving the Remediation Systems. After said metering is completed, Landlord shall reimburse Tenant for the metered water costs, whether charged directly by the City of Henderson or by BMI, at the actual City of Henderson base rate charged to Tenant within 30 days after receipt of the paid invoice therefor and the applicable certified data from the metered readings, together with a calculation of Landlord’s and Tenant’s share of the entire cost. Landlord and Tenant agree that Tenant may install infrastructure to enable Landlord to obtain its own water for the Property, including the Remediation Systems, directly from the BMI water distribution system (the “Water Infrastructure”) in accordance with an amendment to this Lease mutually agreed to by Landlord and Tenant, acting reasonably. Landlord and Tenant agree that any water provided to Landlord by Tenant shall not constitute an absolute transfer by Tenant to Landlord of any contractual water entitlements owned by Tenant. In the event that the Water Infrastructure is subsequently operational, such that Tenant’s obligation under the Lease with regard to providing water to Landlord are met and continue to be met, Tenant shall have no obligation to continue to make additional water available to Landlord. Landlord shall cooperate with Tenant to approve any plan for the Water Infrastructure and obtain any necessary permits, at no cost to Landlord, and Tenant shall comply with all Laws and Requirements, Due Care Obligations and any other applicable provisions of this Lease with respect to the Water Infrastructure. Tenant shall have no obligation to maintain any of the Water Infrastructure not on the Premises, the Tenant Easement Areas or the Third Party Easement Areas. The allocation and delivery of power to the Remediation Systems is dealt with in more detail in the Remediation Power Agreement;

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(b) the exclusive specific right to install, use, operate, maintain, repair, replace, restore, reconstruct, relocate and/or improve, at Landlord’s sole cost, the water treatment collection and return lines and related Facilities located in the general area shown by the light blue lines on Exhibit C-1 as 4B and the right to enter upon such area for all of the foregoing limited purposes, subject only to the applicable terms and provisions of Section 24(a) of this Lease;

(c) the exclusive right to install, use, operate, maintain, repair, replace, restore, reconstruct, relocate and/or improve, at Landlord’s sole cost, any and all ground water collection wells and the barrier slurry wall serving, connected to or otherwise a part of or associated with the Remediation Systems, in each case only to the extent located on, over, under or across the Premises and the right to enter upon such areas for all of the foregoing limited purposes, subject only to the applicable terms and provisions of Section 24(a) of this Lease;

DRAINAGE AND RELATED FACILITIES:

(d) the right to install, use, operate, maintain, repair, replace, restore, reconstruct, relocate and/or improve, at Landlord’s sole cost, except as provided in Paragraph 5 of Exhibit C, the drainage courses, ditches, ways, areas, ponds, systems and Facilities located in the general area located between the light blue line identified as 10B to a line and just south of the light blue line identified as 12U and including, without limitation, the beta ditch and the reclamation weir and all rights to negotiate with any third parties with respect to said weir and drainage courses, ditches, ways, areas, ponds, systems and Facilities and the right to enter upon such area for all of the foregoing limited purposes, subject only to the applicable terms and provisions of Section 24(a) of this Lease;

(e) the right to drain upon the Premises in accordance with the existing natural drainage of the Remaining Tract on, over, under and across the Premises to the extent of the natural flowage as the same may be modified by the Environmental Actions or pursuant to Paragraph 5 of Exhibit C-1 or as may otherwise be consented to by Tenant, which consent shall not be unreasonably withheld, conditioned or denied;

TELEPHONE LINES/911:

(f) the exclusive right to use the lines, cables, wires, satellites or other facilities, systems or replacements or improvements thereto at any time providing communication services to the Remediation Systems (the “Telecommunication System”), at Landlord’s sole cost;

(g) the right to the continued use of the existing 911 system serving the Remediation Systems and any and all wires, cables, appurtenances, switchboards, software, computers and other systems relating thereto and Tenant shall continue to notify all appropriate authorities including, without limitation, the City of Henderson Fire Department in the event of a warning of any type identified through the 911 System with respect to the Remediation Systems, in particular, but without limitation, the ethanol tank included as part of the Remediation Systems;

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ACCESS:

(h) the nonexclusive right to vehicular and pedestrian ingress and egress on, over and across the entire area within the northeast corner of the Premises lying to the north of the light blue line at 5B on Exhibit C-1. Landlord may use any existing accessway/roadway within such area and may relocate, install, use, operate, maintain, repair, replace, restore, reconstruct, relocate or improve any accessways/roadways within such area, at Landlord’s sole cost, as Landlord deems necessary or advisable to perform any Environmental Actions, including without limitation, operating the Remediation Systems; and.

(i) the exclusive right to vehicular and pedestrian ingress and egress on, over and across the Premises to the extent it includes all or any portion of 4^th Street or 5^th Street as it now or at any time hereafter exists or any replacement thereof and the right to install, use, operate, maintain, prepare, replace, restore, reconstruct, relocate or improve said street, at Landlord’s sole cost, or to consent to the same and Tenant agrees to assist and cooperate with Landlord to acquire any additional rights or easements, including, without limitation, from third parties with respect to access along the 4^th/5^th Street Access and/or along any northern boundary of the Property.

Landlord agrees that it will use the 4^th/5^th Street Access to reach the Remediation Systems unless such access becomes unavailable or, in Landlord’s reasonable determination, becomes too expensive to use, including without limitation, Landlord’s decision not to contribute to any of the costs of maintenance, repair, replacement, resurfacing or construction thereof. If for any reason Landlord is unable to or so elects not to use the 4^th/5^th Street Access, Landlord shall have the right to use the 8^th Street Access Road and to use internal roads located within the Premises and/or the Remaining Tract as may be necessary to provide full access to and from Lake Mead Parkway and the Remediation Systems.

Tenant has notified Landlord that there is an existing chlorine line that runs across the Property from the property of one adjacent landowner to the property of another adjacent landowner and that certain portions of the Spur Track on the Property are being used by adjacent landowners. Tenant agrees to use commercially reasonable efforts to cooperate with Landlord to assist Landlord (i) in addressing any issues associated with claims made by third parties with respect to rights in and to the Property including, without limitation, the above-referenced chlorine line and Spur Tracks and (ii) in relocating, abandoning or removing any such lines, systems or tracks and to facilitate any negotiations or discussions with the adjacent landowners or any other parties claiming or alleging any rights or interests in the Property or any of the facilities located thereon.

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EXHIBIT E

FORM OF MEMORANDUM OF LEASE

APN:

178-12-201-004 (portion);178-12-301-003 (portion);

178-12-401-002 (portion); 178-12-401-009 (portion);

178-12-601-004 (portion); 178-12-701-001 (portion);

178-12-701-003; 178-12-801-001;

178-13-101-002; 178-13-501-001;

178-13-501-005 (portion); 178-13-601-001 (portion)¹

WHEN RECORDED MAIL TO:

Tronox LLC

3301 N.W. 150th Street

Oklahoma City, Oklahoma 73134

MEMORANDUM OF LEASE

This Memorandum of Lease is made as of the 14th day of February, 2011, between Le Petomane XXVII, Inc., an Illinois corporation, not individually but solely in the representative capacity as Trustee of the Nevada Environmental Response Trust, having its principal office and place of business at 35 East Wacker Drive, Suite 1550, Chicago, Illinois 60601 (“Landlord”) and Tronox LLC, a Delaware limited liability company, having its principal office and place of business at 3301 N.W. 150th Street, Oklahoma City, Oklahoma 73134 (“Tenant”), in accordance with the terms of that certain unrecorded Single Tenant Industrial Lease (as may be amended, the “Lease”) dated February 14, 2011 (the “Effective Date”), between Tenant and Landlord whereby Tenant leases from Landlord that certain parcel of real property located at 800 West Lake Meade Parkway, Henderson, County of Clark, Nevada, as more particularly described in Exhibit “A” attached hereto and made a part hereof, together with the Buildings and the Facilities located on such real property, expressly excluding any portion of the Remediation Systems located therein (the “Premises”), for the Term, subject to the terms and conditions of the Lease and the Permitted Encumbrances.

1. Term. Landlord leases to Tenant the Premises for a period of twenty five (25) years commencing on the Effective Date, and expiring at midnight on the last day of the calendar month in which the twenty fifth (25th) anniversary of the Effective Date occurs, or such sooner date as the Lease shall terminate pursuant to any of the terms, covenants, or conditions of the Lease (as may be extended, the “Term”)

¹  *   APNs for recorder convenience only. See legal description for description of property.

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2. Extensions. Tenant shall have two (2) additional and consecutive options (each, an “Extension Option”) of twenty five (25) years each (each, an “Option Term”) to extend the Term of the Lease on the same terms and conditions contained in the Lease, except as modified by the terms, covenants and conditions as set forth in the Lease.

3. Termination Right. Tenant shall have the right to terminate the Lease at any time during the Term by providing sixty (60) days prior written notice to Landlord, provided Tenant complies with all obligations under this Lease relating to the surrender of the Premises, together with the Tenant Easement Areas and the Third Party Easement Area, at the end of the Term.

4. Easements. Landlord grants to Tenant certain non-exclusive rights under the Tenant Easements on, over and/or under the Tenant Easement Areas, located on Landlord’s adjacent property, which property is more particularly described in Exhibit “B” attached hereto and made a part hereof, and Landlord has expressly reserved certain rights in the Premises, all as more specifically set forth in the Lease.

5. Summary of Terms. This Memorandum of Lease is not a complete summary of the Lease; reference is made thereto for a complete statement of the Lease. In the event of any inconsistency between this Memorandum of Lease and the Lease, the Lease shall govern. Any terms used but not defined herein, shall have the meanings set forth in the Lease.

[SIGNATURE AND ACKNOWLEDGEMENT PAGES FOLLOW]

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IN WITNESS WHEREOF, this Memorandum of Lease has been executed in counterparts by the duly authorized representatives of the parties as of the date first above written.

LANDLORD:

Le Petomane XXVII, Inc., an Illinois corporation, not individually but solely in the representative capacity as the Trustee of the Nevada Environmental Response Trust

By:

Name:

Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this              day of                     , 2011, appeared before me, a Notary Public,                                                      ,                                                                                                        of Le Petomane XXVII, Inc., not individually but solely in the representative capacity as Nevada Environmental Response Trust Trustee, personally known or proven to me to be the person(s) whose name(s) is/are subscribed to the above instrument, who acknowledged that he/she/they executed the instrument for the purposes therein contained.

Notary Public

My commission expires:                                                  

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IN WITNESS WHEREOF, this Memorandum of Lease has been executed in counterparts by the duly authorized representatives of the parties as of the date first above written.

TENANT:

Tronox LLC,

a Delaware limited liability company

By:

Name:

Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this              day of                     , [2010] appeared before me, a Notary Public,                                              ,                                                                           of Tronox LLC, a Delaware limited liability company, personally known or proven to me to be the person(s) whose name(s) is/are subscribed to the above instrument, who acknowledged that he/she/they executed the instrument for the purposes therein contained.

Notary Public

My commission expires:                                                   

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EXHIBIT A

LEGAL DESCRIPTION OF LEASED PARCEL

A PARCEL OF LAND BEING PORTION OF SECTION 12 AND THE NORTH HALF OF SECTION 13, TOWNSHIP 22 SOUTH, RANGE 62 EAST, M.D.M., CITY OF HENDERSON, COUNTY OF CLARK, STATE OF NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE QUARTER CORNER COMMON TO SECTIONS 1 AND 12 IN TOWNSHIP 22 SOUTH, RANGE 62 EAST, M.D.M., SAID CORNER BEARING NORTH 89°58’19” WEST, DISTANT 2,608.03 FEET FROM THE SECTION CORNER COMMON TO SECTION 1, SECTION 12 IN SAID TOWNSHIP AND SECTION 6, IN TOWNSHIP 22 SOUTH, RANGE 63 EAST M.D.M. SAID QUARTER CORNER BEING FURTHER DESCRIBED AS BEING ON THE BOUNDARY LINE OF THE NORTH GATE COMMERCIAL SUBDIVISION AS SHOWN BY MAP THEREOF IN BOOK 139, PAGE 11 OF PLATS IN THE OFFICE OF THE CLARK COUNTY, NEVADA RECORDER;

THENCE SOUTH 00°34’46” WEST ALONG SAID BOUNDARY LINE OF SAID MAP (RECORD BEARING: SOUTH 00°35’21” WEST ON SAID MAP), A DISTANCE OF 1315.91 FEET TO AN ANGLE POINT ON THE BOUNDARY OF SAID MAP AND THE NORTH END OF THE LINE BETWEEN LOTS 2 AND 3 WITHIN SAID NORTH GATE COMMERCIAL SUBDIVISION MAP;

THENCE CONTINUING SOUTH 00°34’46” WEST ALONG THE LINE COMMON TO SAID LOTS 2 AND 3 A DISTANCE OF 34.45 FEET TO A POINT ON THE SOUTH BOUNDARY OF SAID NORTH GATE COMMERCIAL SUBDIVISION, ALSO BEING A POINT THE NORTERLY RIGHT-OF-WAY OF WARM SPRINGS ROAD;

THENCE CONTINUING SOUTH 00°34’46” WEST, DEPARTING SAID SOUTH BOUNDARY OF THE NORTH GATE COMMERCIAL SUBDIVISION AND SAID NORTH RIGHT-OF-WAY OF WARM SPRINGS ROAD A DISTANCE OF 502.50 FEET TO THE NORTHERLY LINE OF THE TRONOX LEASE AREA PARCEL AND THE POINT OF BEGINNING;

THENCE SOUTH 84°35’08” EAST, A DISTANCE OF 538.37 FEET;

THENCE SOUTH 63°37’45” EAST, A DISTANCE OF 412.38 FEET TO THE EAST LINE OF PARCELS “C AND D” AS DESCRIBED IN THE DEED RECORDED AUGUST 29, 1952 IN BOOK 67 AS DOCUMENT NO. 389974, CLARK COUNTY OFFICIAL RECORDS;

THENCE SOUTH 09°13’02” EAST ALONG SAID EAST LINE, A DISTANCE OF 3,557.05 FEET;

THENCE, DEPARTING SAID EAST LINE OF PARCELS “C & D”, SOUTH 80°46’58” WEST, A DISTANCE OF 40.00 FEET TO AN ANGLE POINT ON THE SOUTHERLY BOUNDARY LINE OF SAID PARCEL “C”;

THENCE, CONTINUING THE NEXT 13 COURSES ALONG THE BOUNDARY OF SAID PARCEL “C”, (1) SOUTH 80°46’58” WEST, A DISTANCE OF 240.00 FEET;

THENCE (2) NORTH 09°13’02” WEST, A DISTANCE OF 65.00 FEET;

THENCE (3) SOUTH 80°46’58” WEST, A DISTANCE OF 34.00 FEET;

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THENCE (4) NORTH 09°13’02” WEST, A DISTANCE OF 6.00 FEET;

THENCE (5) SOUTH 80°46’58” WEST, A DISTANCE OF 12.00 FEET;

THENCE (6) SOUTH 09°13“02” EAST, A DISTANCE OF 6.00 FEET;

THENCE (7) SOUTH 80°46’58” WEST, A DISTANCE OF 64.00 FEET;

THENCE (8) SOUTH 09°13’02” EAST, A DISTANCE OF 1.50 FEET;

THENCE (9) SOUTH 80°46’58” WEST, A DISTANCE OF 212.00 FEET;

THENCE (10) SOUTH 09°13’02” EAST, A DISTANCE OF 63.50 FEET;

THENCE (11) SOUTH 80°46’58” WEST, A DISTANCE OF 548.00 FEET;

THENCE (12) SOUTH 09°13’02’ EAST, A DISTANCE OF 120.00 FEET;

THENCE (13) NORTH 80°46’58” EAST, A DISTANCE OF 260.21 FEET;

THENCE, DEPARTING SAID BOUNDARY OF PARCEL “C”, SOUTH 09°13’02” EAST, A DISTANCE OF 492.13 FEET;

THENCE SOUTH 82°17’55” WEST, A DISTANCE OF 252.71 FEET TO THE EAST LINE OF THAT EASEMENT TO NEVADA POWER COMPANY, RECORDED DECEMBER 22, 1969 IN BOOK 999, INSTRUMENT 802599, CLARK COUNTY OFFICIAL RECORDS;

THENCE SOUTH 09°13’02” EAST ALONG SAID NEVADA POWER COMPANY EASEMENT EAST LINE , A DISTANCE OF 117.53 FEET TO THE NORTH LINE OF THAT EASEMENT TO SOUTHERN NEVADA POWER COMPANY, RECORDED DECEMBER 2, 1955 IN BOOK 75, DOCUMENT 63188, CLARK COUNTY OFFICIAL RECORDS;

THENCE, DEPARTING SAID NEVADA POWER COMPANY EASEMENT EAST LINE AND ALONG SAID SOUTHERN NEVADA POWER COMPANY EASEMENT NORTH LINE, SOUTH 80°46’58” WEST, A DISTANCE OF 812.58 FEET TO THE WESTERLY LINE OF PARCEL “B” AS DESCRIBED IN SAID DEED RECORDED AUGUST 29, 1952 IN BOOK 67 AS DOCUMENT NO. 389974, CLARK COUNTY OFFICIAL RECORDS;

THENCE THE NEXT THREE COURSES ALONG SAID BOUNDARY LINE OF PARCEL “B”, NORTH 09°13’02” WEST, A DISTANCE OF 312.48 FEET;

THENCE, SOUTH 80°46’58” WEST, A DISTANCE OF 740.00 FEET;

THENCE, NORTH 09°13’02” WEST, A DISTANCE OF 241.48 FEET;

THENCE DEPARTING SAID BOUNDARY OF PARCEL “B”, NORTH 80°46’58” EAST, A DISTANCE OF 451.48 FEET TO A POINT AGAIN ON THE BOUNDARY OF SAID PARCEL “B” PREVIOUSLY HEREIN DESCRIBED AS THE PROPERTY IN SAID DEED RECORDED AUGUST 29, 1952 IN BOOK 67 AS DOCUMENT NO. 389974, CLARK COUNTY OFFICIAL RECORDS;

THENCE THE NEXT NINE COURSES ALONG SAID PARCEL “B” BOUNDARY: (1) CONTINUING NORTH 80°46’58” EAST, A DISTANCE OF 362.00 FEET;

THENCE (2) NORTH 09°13’02” WEST, A DISTANCE OF 49.00 FEET;

THENCE (3) NORTH 80°46’58” EAST, A DISTANCE OF 691.01 FEET;

THENCE (4) NORTH 09°13’02” WEST, A DISTANCE OF 120.00 FEET;

THENCE (5) SOUTH 80°46’58” WEST, A DISTANCE OF 315.01 FEET;

THENCE (6) NORTH 09°13’02” WEST, A DISTANCE OF 29.00 FEET;

THENCE (7) SOUTH 80°46’58” WEST, A DISTANCE OF 35.00 FEET;

THENCE (8) SOUTH 09°13’02” EAST, A DISTANCE OF 29.00 FEET;

THENCE (9) SOUTH 80°46’58” WEST, A DISTANCE OF 88.07 FEET;

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THENCE, DEPARTING THE BOUNDARY OF SAID PARCEL “B”, NORTH 09°13’02” WEST, A DISTANCE OF 98.02 FEET;

THENCE SOUTH 80°46’58” WEST, A DISTANCE OF 711.41 FEET TO AN ANGLE POINT

ON THE WESTERLY BOUNDARY OF PARCEL “B” AS PREVIOUSLY DESCRIBED HEREIN AS RECORDED IN BOOK 67 AS DOCUMENT NO. 389974, CLARK COUNTY OFFICIAL RECORDS;

THENCE NORTH 09°13’02” WEST, ALONG THE WESTERLY BOUNDARY OF SAID PARCEL “B”, A DISTANCE OF 161.49 FEET;

THENCE, AGAIN DEPARTING THE WESTERLY BOUNDARY OF SAID PARCEL “B”, NORTH 80°46’58” EAST, A DISTANCE OF 764.92 FEET;

THENCE NORTH 09°13’02” WEST, A DISTANCE OF 237.71 FEET;

THENCE SOUTH 80°46’58” WEST, A DISTANCE OF 122.96 FEET;

THENCE NORTH 09°13’02” WEST, A DISTANCE OF 175.00 FEET;

THENCE NORTH 80°46’58” EAST, A DISTANCE OF 154.35 FEET TO THE SOUTHWESTERLY CORNER OF THE BOUNDARY OF THE PARCEL DESCRIBED IN THE DEED RECORDED NOVEMBER 3, 1971 IN BOOK 177, DOCUMENT NO. 141493, CLARK COUNTY OFFICIAL RECORDS;

THENCE, CONTINUING NORTH 80°46’58” EAST, A DISTANCE OF 739.59 FEET ALONG THE SOUTHERLY BOUNDARY OF SAID PARCEL TO THE SOUTHEASTERLY CORNER THEREOF;

THENCE NORTH 09°13’02” WEST, ALONG THE EASTERLY BOUNDARY OF SAID PARCEL, A DISTANCE OF 599.79 FEET TO THE NORTHEASTERLY CORNER THEREOF;

THENCE SOUTH 80°46’58” WEST, ALONG THE NORTHERLY BOUNDARY OF SAID PARCEL, A DISTANCE OF 353.02 FEET;

THENCE NORTH 09°13’02” WEST, DEPARTING THE NORTHERLY BOUNDARY OF SAID PARCEL DESCRIBED IN BOOK 177, DOCUMENT NO. 141493, CLARK COUNTY OFFICIAL RECORDS, A DISTANCE OF 34.50 FEET TO THE SOUTHEASTERLY CORNER OF THE BOUNDARY OF PARCEL “E” AS DESCRIBED IN THE DEED RECORDED NOVEMBER 2, 1951 IN BOOK 65, PAGE 353, DOCUMENT NO. 377255, CLARK COUNTY OFFICIAL RECORDS;

THENCE CONTINUING NORTH 09°13’02” WEST ALONG THE EASTERLY BOUNDARY OF SAID PARCEL “E”, A DISTANCE OF 166.50 FEET TO THE NORTHEASTERLY CORNER THEREOF;

THENCE, DEPARTING THE BOUNDARY OF SAID PARCEL “E”, NORTH 80°46’58” EAST, A DISTANCE OF 357.69 FEET;

THENCE NORTH 09°13’02” WEST, A DISTANCE OF 300.01 FEET TO THE SOUTH BOUNDARY OF “PARCEL 2” AS DESCRIBED IN THE DEED RECORDED MARCH 23, 1962 IN BOOK 349, DOCUMENT NO. 282224, CLARK COUNTY OFFICAL RECORDS;

THENCE SOUTH 80°46’58” WEST, A DISTANCE OF 1,612.40 FEET ALONG THE SOUTHERLY BOUNDARY OF SAID “PARCEL 2”;

THENCE, DEPARTING THE SOUTHERLY BOUNDARY OF SAID “PARCEL 2”, NORTH 09°13’02” WEST, A DISTANCE OF 255.21 FEET;

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THENCE NORTH 80°46’58” EAST, A DISTANCE OF 1,516.27 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 200.00 FEET AND A CENTRAL ANGLE OF 40°46’48”;

THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 142.35 FEET TO A POINT OF TANGENCY;

THENCE NORTH 40°00’10” EAST, A DISTANCE OF 249.03 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 150.00 FEET AND A CENTRAL ANGLE OF 49°27’10”;

THENCE NORTHERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 129.47 FEET TO A POINT OF TANGENCY;

THENCE NORTH 09°27’00” WEST, A DISTANCE OF 772.82 TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 238.75 FEET AND A CENTRAL ANGLE OF 47°24’02”;

THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 197.52 FEET TO A POINT TO WHICH A RADIAL LINE BEARS NORTH 33°08’58” EAST;

THENCE SOUTH 79°47’08” WEST, A DISTANCE OF 26.79 FEET;

THENCE SOUTH 52°06’34” WEST, A DISTANCE OF 6.10 FEET;

THENCE NORTH 38°56’53” WEST, A DISTANCE OF 29.33 FEET;

THENCE NORTH 52°45’45” EAST, A DISTANCE OF 11.29 FEET TO THE BEGINNING OF AN NON-TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 45.00 FEET, A CENTRAL ANGLE OF 13°45’37” AND TO WHICH POINT A RADIAL LINE BEARS NORTH 31°21’33” EAST;

THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 10.81 FEET TO A POINT OF TANGENCY;

THENCE NORTH 72°24’04” WEST, A DISTANCE OF 1.62 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 200.00 FEET AND A CENTRAL ANGLE OF 26°40’34”;

THENCE WESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, A DISTANCE OF 93.12 FEET TO A POINT OF TANGENCY;

THENCE SOUTH 80°55’22” WEST, A DISTANCE OF 335.39 FEET;

THENCE SOUTH 87°23’50” WEST, A DISTANCE OF 108.10 FEET;

THENCE NORTH 08°16’06” WEST, A DISTANCE OF 137.79 FEET;

THENCE NORTH 63°38’32” WEST, A DISTANCE OF 234.90 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE EASTERLY, HAVING A RADIUS OF 198.00 FEET, A CENTRAL ANGLE OF 18°06’38” AND TO SAID POINT A RADIAL LINE BEARS SOUTH 76°21’51” WEST;

THENCE NORTHERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT A DISTANCE OF 62.59 FEET TO A POINT OF TANGENCY;

THENCE NORTH 04°28’29” EAST, A DISTANCE OF 348.28 FEET TO THE NORTHERLY LINE OF THE TRONOX LEASE AREA PARCEL;

THENCE SOUTH 84°35’08” EAST, ALONG SAID NORTH LINE, A DISTANCE OF 445.85 FEET TO THE POINT OF BEGINNING;

CONTAINING 4,951,029 SQ. FT. OR 113.660 ACRES, MORE OR LESS.

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BASIS OF BEARINGS: NORTH 89°58’19” WEST, BEING THE NORTH LINE OF THE NORTHEAST QUARTER (NE 1/4) OF SECTION 12, TOWNSHIP 22 SOUTH, RANGE 62 EAST, M.D.M.

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EXHIBIT B

LEGAL DESCRIPTION OF THE LANDLORD’S PROPERTY

All that land situated in the County of Clark, State of Nevada, more particularly described as follows:

PARCEL 1 (APN 178-12-101-003):

The North One-Half (N 1/2) of the Northwest Quarter (NW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M. lying South of the Southerly boundary line of Warm Springs Road as described in Deed to the City of Henderson for road purposes, recorded July 28, 1998 in Book 980728 as Document No. 00996, Official Records.

PARCEL 2 (APN 178-12-201-005):

The South Half (S 1/2) of the Northwest Quarter (NW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M. lying South of the Southerly boundary line of Warm Springs Road as described in Deed to the City of Henderson for road purposes, recorded July 28, 1998 in Book 980728 as Document No. 00996, Official Records.

Excepting therefrom all that portion lying Southerly of the South line of that certain Parcel No. One (1) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

PARCEL 3 (APN 178-12-201-003):

That certain parcel within the South Half (S 1/2) of the Northwest Quarter (NW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M. being bounded as follows:

On the North by the South line of that certain Parcel No. One (1) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records;

On the East by the West line of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records;

On the West by the West line of that certain Parcel “A” as described in correction Deed to Western Electrochemical recorded August 29, 1952 in Book 67 as Document No. 389974, Official Records;

And on the South by the South line of said South Half (S 1/2) of the Northwest Quarter (NW 1/4).

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PARCEL 4 (APN 178-12-201-004):

The South Half (S 1/2) of the Northwest Quarter (NW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M.

Excepting therefrom all that portion lying Northerly of the South line of that certain Parcel No. One (1) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

Further excepting therefrom all that portion lying Westerly of the West line of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

PARCEL 5 (APN 178-12-601-004):

The South Half (S 1/2) of the Northeast Quarter (NE 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M. lying South of the Southerly boundary line of Warm Springs Road as described in Deed to the City of Henderson for road purposes, recorded July 28, 1998 in Book 980728 as Document No. 00996, Official Records.

Excepting therefrom that certain Parcel “BB” as described in Deed to Titanium Metals Corporation of America, recorded January 2, 1968 in Book 844 as Document No. 678200, Official Records.

Further excepting therefrom that certain parcel as described in Deed to Titanium Metals Corporation of America, recorded February 4, 1972 in Book 205 as Document No. 164259, Official Records.

Further excepting therefrom that portion lying within Lots One (1), Two (2) and Three (3) as shown by map thereof in File 99 of Parcel Maps, Page 70 in the Office of the County Recorder, Clark County, Nevada.

Further excepting therefrom that portion as described in Deed to the City of Henderson for road purposes, recorded September 3, 1998 in Book 980903 as Document No. 00703, Official Records.

Further excepting therefrom any portion lying Easterly of the Southwesterly right of way line of U.S. Highway 95.

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PARCEL 6 (APN 178-12-301-002):

That certain parcel lying within the North Half (N 1/2) of the Southwest Quarter (SW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M. being bounded as follows:

On the East by the West line of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records;

On the West by the West line of that certain Parcel “A” as described in correction Deed to Western Electrochemical recorded August 29, 1952 in Book 67 as Document No. 389974, Official Records;

On the North by the North line of said North Half (N 1/2) of the Southwest Quarter (SW 1/4); and

On the South by the South line of said North Half (N 1/2) of the Southwest Quarter (SW 1/4).

Excepting from the above described parcel any portion lying within Lot Four (4) as shown by map thereof in File 100 of Parcel Maps, Page 24 in the Office of the County Recorder, Clark County, Nevada.

PARCEL 7 (APN 178-12-301-003):

The North Half (N 1/2) of the Southwest Quarter (SW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M.

Excepting therefrom that portion lying Westerly of the West line of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

Together with all of the Government’s rights, title and interest in and to that certain easement granted by Stauffer Chemical Company of Nevada, a Nevada Corporation, to the United States of America by Easement Deed dated December 10, 1952 recorded May 27, 1953 as Document No. 405819 in Book 70 of Deeds, at Page 386, Official Records of Clark County, Nevada.

PARCEL 8 (APN 178-12-701-001):

The North Half (N 1/2) of the Southeast Quarter (SE 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M.

Excepting therefrom that portion lying Easterly and Southerly on the East and South lines of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

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PARCEL 9 (APN 178-12-701-003):

The North Half (N 1/2) of the Southeast Quarter (SE 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M.

Excepting therefrom that portion lying Westerly and Northerly of the East and South lines of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

Further excepting therefrom that portion lying Easterly of that East line of that certain Parcel “D” as described in correction Deed to Western Electrochemical Company recorded August 29, 1952 in Book 67 as Document No. 389974, Official Records.

PARCEL 10 (APN 178-12-401-002):

The South Half (S 1/2) of the Southwest Quarter (SW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M.

Excepting therefrom that portion lying Southerly and Westerly of the South and West lines of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

PARCEL 11 (APN 178-12-401-004):

The South Half (S 1/2) of the Southwest Quarter (SW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.B.&M.

Excepting therefrom all that portion lying West of the centerline of Fourth Street.

Further excepting therefrom all that portion lying North of the Southerly line of that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, a Delaware Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224 of Official Records.

(APN 178-12-401-002)

Further excepting therefrom all those certain Parcels “A”, “C” and “D” as described in Deed to Western Electrochemical Company, a Nevada corp., recorded November 3, 1951 in Book 65 of Deeds, Page 353 as Document No. 377255, of Official Records.

(APN 178-12-401-010, 178-12-401-011, 178-12-401-005 and 178-12-401-006)

Further excepting therefrom that certain Parcel No. One (1) as described in Deed to United States Lime Products Corporation, a Nevada corp., recorded September 28, 1956 in Book 109 as Document No. 90226 of Official Records.

(APN 178-12-801-004)

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Further excepting therefrom that certain parcel described in Deed to the Flintkote Company, a Massachusetts corp., recorded November 3, 1971 in Book 177 as Document No. 141493 of Official Records.

(APN 178-12-801-003)

Further excepting therefrom that certain Parcel “S” as described in Deed to National Lead Company, a New Jersey corp., recorded June 20, 1967 in Book 803 as Document No. 645533 of Official Records, being more particularly described as follows:

Beginning at the Southwest (SW) corner of Section 12, Township 22 South, Range 62 East, Mount Diablo Base and Meridian;

Thence North 77°13’ East, 1354.23 feet to a point on the center line of Fourth Street, which point is the True Point of Beginning;

Thence North 8°51’37” West 189.0 feet along the center line of Fourth Street to its intersection with the center line of Avenue F;

Thence North 81°08’23” East 848.0 feet along the center line of Avenue F to a point;

Thence South 8°51’37” East 189.0 feet to a point;

Thence South 81°08’23” West 627.0 feet to a point;

Thence South 8°51’37” East 64.50 feet to a point;

Thence South 81°08’23” West 56.00 feet to a point;

Thence North 8°51’37” West 64.50 feet to a point;

Thence South 81°08’23” West 165.0 feet to the True Point of Beginning.

(APN 178-12-401-007)

Further excepting therefrom the following described parcel (APN 178-12-401-009):

Commencing at the Southwest (SW) corner of Section 12, Township 22 South, Range 62 East, M.D.B.&M. &M.,

Thence North 77°13’00” East 1354.23 feet to a point on the centerline of Fourth Street, said point the True Point of Beginning;

Thence North 81°08’23” East 165.00 feet;

Thence South 8°51’37” East 64.50 feet;

Thence North 81°08’23” East 56.00 feet;

Thence North 8°51’37” West 64.50 feet;

Thence North 81°08’23” East 627.00 feet;

Thence South 8°51’37” East 118.00 feet;

Thence North 81°08’23” East 5.00 feet;

Thence South 8°51’37” East 45.50 feet;

Thence North 81°08’23” East 134.00 feet;

Thence South 8°51’37” East 232.00 feet;

Thence North 81°08’23” East 304.40 feet to the North-South centerline of said Section 12;

Thence South 00°42’34” West 189.19 feet to the South Quarter (S 1/4) corner of said Section 12;

Thence along the South line of said Section 12 North 89°00’41” West 1278.81 feet to the centerline of Fourth Street;

Thence North 8°51’37” West along said centerline 327.21 feet to the True Point of Beginning.

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PARCEL 12 (APN 178-12-401-005):

That portion of the South Half (S 1/2) of the Southwest Quarter (SW 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M., more particularly described as follows:

Commencing at the Southwest Quarter (SW 1/4) of said Section 12;

Thence North 71°13’36” East a distance of 1752.22 feet to the True Point of Beginning;

Thence North 08°51’37” West a distance of 166.50 feet;

Thence North 81°08’23” East a distance of 740.00 feet;

Thence South 08°51’37” East a distance of 166.50 feet;

Thence South 81°08’23” West a distance of 740.00 feet to the True Point of Beginning.

(Deed reference: “Parcel C” of 377255 recorded November 2, 1951)

PARCEL 13 (Portion APN 178-12-401-006):

That portion of the South Half (S 1/2) of the South Half (S 1/2) of Section 12, Township 22 South, Range 62 East, M.D.M., more particularly described as follows:

Commencing at the Southwest Quarter (SW 1/4) of said Section 12;

Thence North 74°16’34” East a distance of 2524.15 feet to the True Point of Beginning;

Thence North 08°51’37” West a distance of 166.50 feet;

Thence North 81°08’23” East a distance of 260.32 feet to a point on the Quarter Section line;

Thence South 00°42’34” West along the Quarter Section line a distance of 168.85 feet to a point;

Thence South 81°08’23” West a distance of 232.25 of the True Point of Beginning.

(Deed reference: “Parcel D” of 377255 recorded November 2, 1951).

PARCEL 14 (Portion of APN 178-12-401-006):

Commencing at the Southeast (SE) corner of Section 12, Township 22 South, Range 62 East, M.D.M.;

Thence North 71°29’35” West a distance of 2630.29 to the True Point of Beginning;

Thence South 81°08’23” West a distance of 149.75 feet to a point on the Quarter Section line;

Thence North 00°42’34” East along the Quarter Section line a distance of 168.85 feet to a point;

Thence North 81°08’23” East a distance of 121.68 feet to a point;

Thence South 08°51’37” East a distance of 166.50 feet to the True Point of Beginning.

(Deed reference: “Parcel E” of 377255 recorded November 2, 1951)

PARCEL 15 (APN 178-12-401-009):

Commencing at the Southwest (SW) corner of Section 12, Township 22 South, Range 62 East, M.D.B.&M. &M.,

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Thence North 77°13’00” East 1354.23 feet to a point on the centerline of Fourth Street, said point the True Point of Beginning;

Thence North 81°08’23” East 165.00 feet;

Thence South 8°51’37” East 64.50 feet;

Thence North 81°08’23” East 56.00 feet;

Thence North 8°51’37” West 64.50 feet;

Thence North 81°08’23” East 627.00 feet;

Thence South 8°51’37” East 118.00 feet;

Thence North 81°08’23” East 5.00 feet;

Thence South 8°51’37” East 45.50 feet;

Thence North 81°08’23” East 134.00 feet;

Thence South 8°51’37” East 232.00 feet;

Thence North 81°08’23” East 304.40 feet to the North-South centerline of said Section 12;

Thence South 00°42’34” West 189.19 feet to the South Quarter (S 1/4) corner of said Section 12;

Thence along the South line of said Section 12 North 89°00’41” West 1278.81 feet to the centerline of Fourth Street;

Thence North 8°51’37” West along said centerline 327.21 feet to the True Point of Beginning.

(Deed reference 389974, recorded August 29, 1952; and 377255 recorded November 2, 1951).

Excepting therefrom that portion lying within that parcel described in Deed to the Flintkote Company, a Massachusetts Corp., recorded November 3, 1971 in Book 177 as Document No. 141493 of Official Records.

PARCEL 16 (APN 178-12-401-010):

Beginning at the Southwest (SW) corner of Section 12, Township 22 South, Range 62 East, Mount Diablo Base and Meridian;

Thence North 78°16’05” East 2210.66 feet to a point which is the True Point of Beginning;

Thence North 81°08’23” East 10.00 feet to a point;

Thence South 8°51’37” East 95.17 feet to a point;

Thence North 81°08’23” East 272.00 feet to a point;

Thence North 8°51’37” West 95.17 feet to a point;

Thence North 81°08’23” East 244.52 feet to a point;

Thence South 0°42’34” West 243.89 feet to a point;

Thence South 81°08’23” West 119.97 feet to a point;

Thence South 8°51’37” East 108.5 feet to a point;

Thence North 81°08’23” East 0.33 feet to a point;

Thence South 8°51’37” East 144.00 feet to a point;

Thence South 81°08’23” West 227.33 feet to a point;

Thence North 8°51’37” West 232.00 feet to a point;

Thence South 81°8’23” West 134.00 feet to a point;

Thence North 8°51’37” West 45.50 feet to a point;

Thence South 81°08’23” West 5.00 feet to a point;

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Thence North 8°51’37” West 215.50 feet to the True Point of Beginning.

(Deed reference 377255, recorded November 2, 1951).

Excepting therefrom that portion of the South Half (S 1/2) of Section 12, Township 22 South, Range 62 East, M.D.M., described as follows:

Beginning at the South Quarter (S 1/4) corner of Section 12, Township 22 South, Range 62 East, M.D.M.;

Thence along the North-South center line of Section 12, North 0°53’32-1/2” East 189.18 feet, to a point on the South line of that parcel of land described in the Deed to Arrowhead Lime and Chemical Co., hereinafter referred to as Arrowhead Parcel, recorded May 31, 1951 as Document No. 371209, Official Records.

Thence North 81°08’23” East along the South line of said Arrowhead Parcel 597.98 feet to the True Point of Beginning;

Thence South 81°08’23” West, along the South line of said Arrowhead Parcel 675.67 feet, to the Southwest Corner of said Arrowhead Parcel;

Thence continuing along the boundary of said Arrowhead Parcel, North 8°51’37” West 144.00 feet;

Thence South 81°08’23” West, a distance of 0.33 feet;

Thence North 8°51’37” West, a distance of 108.50 feet;

Thence North 81°08’23” East, a distance of 376.00 feet;

Thence North 8°51’37” West, a distance of 238.00 feet;

Thence North 81°08’23” East, a distance of 300.00 feet to the Northeast Corner of said Arrowhead Parcel;

Thence North 8°51’37” West, a distance of 43.51 feet;

Thence South 81°08’23” West, a distance of 739.59 feet;

Thence South 8°51’37” East, a distance of 134.17 feet;

Thence South 81°08’23” West, a distance of 126.50 feet;

Thence South 8°51’37” East, a distance of 90.96 feet;

Thence North 81°08’23” East, a distance of 126.50 feet;

Thence South 8°51’37” East, a distance of 374.67 feet;

Thence North 81°08’23” East, a distance of 739.59 feet;

Thence North 8°51’37” West, a distance of 65.79 feet to the True Point of Beginning, as described in the Deed to the Flintkote Company, a Massachusetts corporation, recorded November 03, 1971 in Book 177 as Document No. 141493, Official Records.

(APN 178-12-801-003)

Further excepting therefrom that portion of the South Half (S  ¹⁄₂) of Section 12, Township 22 South, Range 62 East, M.D.M., more particularly described as follows:

Commencing at the South Quarter Corner of said Section 12;

Thence along the North-South center line of Section 12, North 0°53’32-1/2” East 189.18 feet;

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To a point on the South line of that parcel of land described in the Deed Arrowhead Lime and Chemical Co., hereinafter referred to as Arrowhead Parcel, recorded May 31, 1951, as Document No. 371209, Official Records;

Thence South 81°08’23” West along an extension of the South line of said Arrowhead Parcel, a distance of 141.61 feet;

Thence North 8°51’37” West, a distance of 308.88 feet to the True Point of Beginning;

Thence South 81°08’23” West, a distance of 126.50 feet;

Thence South 8°51’37” East, a distance of 30.00 feet;

Thence North 81°08’23” East, a distance of 126.50 feet;

Thence North 8°31’37” West to the True Point of Beginning, as described in the Deed to Chemstar, Inc., recorded October 18, 1988 in Book 881018 as Document No. 00862, Official Records.

(APN 178-12-401-011)

PARCEL 17 (APN 178-12-801-001)

The South Half (S 1/2) of the Southeast Quarter (SE 1/4) of Section 12, Township 22 South, Range 62 East, M.D.M.

Excepting therefrom that portion lying Easterly of the East line of that certain “Parcel D” as described in Deed to Western Electrochemical Company, recorded August 29, 1952 in Book 67 as Document No. 389974, Official Records.

Further excepting therefrom that portion lying within that certain Parcel No. Two (2) as described in Deed to American Potash & Chemical Corporation, recorded March 23, 1962 in Book 349 as Document No. 282224, Official Records.

Further excepting therefrom that certain “Parcel E” as described in Deed to Western Electrochemical Company, recorded November 2, 1951 in Book 65 as Document No. 377255.

Further excepting therefrom that certain “Parcel Two (2)” as described in Deed to United States Lime Products Corporation, recorded September 28, 1956 in Book 109 as Document No. 90226, Official Records.

Further excepting therefrom any portion lying within that certain parcel described in Deed to Flintkote Company, recorded November 3, 1971 in Book 177 as Document No. 141493, Official Records.

PARCEL 18 (APN 178-13-501-001):

That portion of the North Half (N 1/2) of the Northeast Quarter (NE 1/4) of Section 13, Township 22 South, Range 62 East, M.D.M., more particularly described as follows:

Beginning at the North Quarter (N 1/4) corner of Section 13, Township 22 South, Range 62 East, Mount Diablo Base and Meridian,

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Thence South 88°59’591/2” East 1456.55 feet along the North line of Section 13 to a point on the center line of Eleventh Street;

Thence South 8°51’37” East 637.87 feet along the center line of Eleventh Street;

Thence South 81°08’23” West 40.0 feet to West boundary of Eleventh Street;

Thence North 8°51’37” West 335.75 feet to a point;

Thence South 81°08’23” West 240.0 feet to a point;

Thence North 8°51’37” West 65.0 feet to a point;

Thence South 81°08’23” West 34.0 feet to a point;

Thence North 8°51’37” West 6.0 feet to a point;

Thence South 81°08’23” West 12.0 feet to a point;

Thence South 8°51’37” East 6.0 feet to a point;

Thence South 81°08’23” West 64.0 feet to a point;

Thence South 8°51’37” East 1.5 feet to a point;

Thence South 81°08’23” West 212.0 feet to a point;

Thence South 8°51’37” East 63.5 feet to a point;

Thence South 81°08’23” West 903.0 feet to a point;

Thence North 8°51’37” West 29.0 feet to a point;

Thence South 81°08’23” West 12.27 feet to a point on the North and South center line of Section 13;

Thence North 0°05’03” East 528.98 feet along the North and South center line of Section 13 to the Point of Beginning.

(Deed reference 389974 recorded August 29, 1952).

PARCEL 19 (APN 178-13-101-002, Portion 178-13-601-001 and Portion 178-13-601-002):

That portion of the Northwest Quarter (NW 1/4) of Section 13, Township 22 South, Range 62 East, M.D.M., more particularly described as follows:

Beginning at the North Quarter (N 1/4) corner of Section 13, Township 22 South, Range 62 East, Mount Diablo Base and Meridian,

Thence South 0°05’03” West 528.98 feet to a point;

Thence South 81°08’23” West 22.73 feet to a point;

Thence South 8°51’37” East 29.00 feet to a point;

Thence South 81°08’23” West 341.00 feet to a point;

Thence North 8°51’37” West 65.00 feet to a point;

Thence South 81°08’23” West 362.00 feet to a point;

Thence South 8°51’37” East 234.00 feet to a point;

Thence North 81°08’23” East 362.00 feet to a point;

Thence North 8°51’37” West 49.00 feet to a point;

Thence North 81°08’23” East 340.27 feet to a point;

Thence South 0°05’03” West 1905.17 feet to a point on the center line of B M P Highway;

Thence South 81°08’23” West 118.06 feet to a point;

Thence North 8°51’37” West 1591.50 feet to a point on the center line of Avenue J;

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Thence South 81°08’23” West 740.00 feet to a point on the center line of Fourth Street;

Thence North 8°51’37” West 508.50 feet along the center line of Fourth Street to a point on the center line of Avenue H;

Thence North 81°08’23” East 355.0 feet along the center line of Avenue H to a point on the center line of Fifth Street;

Thence North 8°51’37” West 555.0 feet along the center line of Fifth Street to a point on the center line of Avenue G;

Thence South 81°08’23” West 355.0 feet along the center line of Avenue G to a point on the center line of Fourth Street;

Thence North 8°51’37” West 117.29 feet along the center line of Fourth Street to a point on the North line of Section 13;

Thence South 89°00’41” East 1278.82 feet along the North line of Section 13 to the North Quarter (N 1/4) point, which is the Point of Beginning.

(Deed reference: “Parcel B” of 389974, recorded August 29, 1952).

Excepting therefrom that portion described in Deed to the State of Nevada for road purposes, recorded October 10, 1955 in Book 70 as Document No. 58733, Official Records.

Further excepting therefrom that portion described in Deed to the State of Nevada for road purposes, recorded January 16, 1957 in Book 118 as Document No. 97499, Official Records.

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PARCEL 20 (APN 178-13-501-005, Portion 178-13-601-001 and Portion 178-13-601-002):

Beginning at the Northeast (NE) corner of Section 13, Township 22 South, Range 62 East, Mount Diablo Base and Meridian;

Thence South 76°34’05” West 2727.32 feet to a point on the North and South center line of Section 13, which point is the True Point of Beginning;

Thence North 81°08’23” East 350.73 feet to a point on the West boundary of Eighth Street;

Thence North 8°51’37” West 120.0 feet to a point;

Thence North 81°08’23” East 40.0 feet to a point on the East boundary of Eighth Street;

Thence South 8°51’37” East 120.0 feet to a point;

Thence North 81°08’23” East 350.0 feet to a point;

Thence South 8°51’37” East 215.75 feet to a point;

Thence North 81°08’23” East 637.0 feet to a point;

Thence South 8°51’37” East 126.25 feet to a point;

Thence South 81°08’23” West 454.0 feet to a point;

Thence South 8°51’37” East 232.5 feet to a point on the North boundary of Avenue L;

Thence North 81°08’23” East 454.0 feet to a point;

Thence South 8°51’37” East 40.0 feet to a point on the South boundary of Avenue L;

Thence South 81°08’23” West 454.0 feet to a point;

Thence South 8°51’37” East 1167.5 feet to a point on the North boundary of B M P Highway;

Thence North 81°08’23” East 454.0 feet to a point;

Thence South 8°51’37” East 200.0 feet to a point on the South boundary of B M P Highway;

Thence South 81°08’23” West 554.0 feet to a point;

Thence North 8°51’37” West 100.0 feet to a point;

Thence South 81°08’23” West 1119.94 feet along the center line of B M P Highway to a point;

Thence North 0°05’03” East 1905.17 feet along the North and South center line of Section 13 to the True Point of Beginning.

(Deed reference 389974 recorded August 29, 1952).

Excepting therefrom that portion described in Deed to the State of Nevada for road purposes, recorded October 10, 1955 in Book 70 as Document No. 58733, Official Records.

Further excepting therefrom that portion described in Deed to the State of Nevada for road purposes, recorded January 16, 1957 in Book 118 as Document No. 97499, Official Records.

PARCEL 21: (APN 178-12-415-00)

That portion of the Southwest Quarter (SW  ¹⁄₄) of Section 1 and that portion of the North Half (N  ¹⁄₂) of Section 12, all in Township 22 South, Range 62 East, M.D.M., described as follows:

All of Lot One (1) of the FINAL MAP OF NORTH GATE (a commercial subdivision) as shown by map thereof on file in Book 139 of Plats, Page 11 in the Office of the County Recorder, Clark County, Nevada.

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PARCEL 22: (APN 178-12-110-004)

A portion of Lot Two (2) of FINAL MAP OF NORTH GATE (a commercial subdivision) as shown in Book 139 of Plats, Page 11, Official Records, Clark County, Nevada, located in a portion of the Northeast Quarter (NE  ¹⁄₄) of the Northwest Quarter (NW  ¹⁄₄) of Section 12, Township 22 South, Range 62 East, M.D.M., Clark County, Nevada, more particularly described as follows:

Beginning at the Northwest corner of the Northeast Quarter (NE  ¹⁄₄) of the Northwest Quarter (NW  ¹⁄₄) of said Section 12, same being the Northwest corner of said Lot Two (2); thence South 89°52’36” East, along the North line thereof, coincident with the North boundary of said Lot Two (2), a distance of 587.32 feet; thence South 00°00’00” West departing said North line and said North boundary, 1008.29 feet to the beginning of a non-tangent curve concave Southwesterly having a radius of 15050.00 feet, same being the Northeasterly right-of-way of West Warm Springs Road, a radial line to said beginning bears North 25°47’29” East; thence along said curve and said Northeasterly right-of-way to the left through a central angle of 02°23’44”, an arc length of 629.26 feet t the West boundary of said Lot Two (2); thence North 01°09’49” West, departing said Northeasterly right-of-way and along said West boundary, 747.85 feet to the Point of Beginning.

Being Lot 2-3 as shown on Record of Survey in File 173 of Surveys, Page 95 recorded June 17, 2008 in Book 20080617 as Document No. 03407, Official Records, Clark County, Nevada.

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EXHIBIT F

SETTLEMENT AGREEMENT PROVISIONS

(Section 67(f))

As soon as reasonably practicable after the Effective Date, to the extent a separate parcel assessment for the Henderson Leased Facility has not already been obtained, Tenant shall use best efforts to obtain from the taxing authorities a separate parcel assessment for the Henderson Leased Facility, and to the extent possible, Tenant shall obtain from Black Mountain Industrial Center Association separate assessments for the Henderson Leased Facility and the balance of the Henderson Property.

(Section 67(g))

As of the Effective Date, Landlord shall be responsible for all real property taxes relating to the Henderson Property, except the real property taxes relating to the Henderson Leased Facility shall be the responsibility of Tenant under this Lease after the Effective Date.

(Section 71)

On the Effective Date, Guarantor shall execute and deliver to Landlord an irrevocable and unconditional guaranty of the observance and performance of Tenant’s obligations under (i) this Lease and (ii) the Settlement Agreement as its obligations pertain to the Henderson Leased Facility, in form and substance reasonably satisfactory to Guarantor and Landlord.

(Section 75)

In conducting its operations at the Henderson Leased Facility on and after the Effective Date, Tenant, including its successors, assigns, contractors, subcontractors, or sublessees, (each a “Henderson Covered Person”) shall (i) comply with Due Care Obligations; and (ii) comply with all applicable Environmental Laws, provided, however, that nothing in this clause (ii) shall require any Henderson Covered Person to take any actions or assume any liability with respect to remediation (including investigation), removal or restoration of any Henderson Legacy Conditions except with respect to the Exacerbation Obligations. Tenant, as lessee and operator of the Henderson Leased Facility, and its successors and assigns under this Lease, shall be liable for conditions that are attributable to (i) any New Substances Conditions; (ii) any failure to comply with Due Care Obligations, subject to the Exacerbation Obligations; and (iii) any failure to comply with applicable Environmental Laws, in each instance by any Henderson Covered Person on or after the Effective Date. For purposes of the Settlement Agreement:

(a) “Due Care Obligations” shall mean the duty with respect to the Henderson Leased Facility to: (i) not exacerbate any Henderson Legacy Conditions; (ii) comply with all institutional controls applicable to such Henderson Legacy Conditions; (iii) take reasonable steps to prevent or limit human exposure to such Henderson Legacy Conditions; (iv) take reasonable precaution against foreseeable acts of third parties that could exacerbate such Henderson Legacy Conditions; and (v) provide reasonable cooperation as may be requested by Landlord or the Lead Agency in carrying out their respective obligations under the Settlement Agreement with respect

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to any Henderson Legacy Conditions at or pertaining to the Henderson Leased Facility. The term “Due Care Obligations” includes the obligation to remedy any circumstance arising from any failure to perform such duty, but does not include any liability for obligations or payments to investigate, remediate, remove or restore any Henderson Legacy Conditions, including any obligation to operate the existing groundwater extraction and treatment systems, except with respect to the Exacerbation Obligations (as defined hereafter). Notwithstanding the foregoing, Tenant’s liability and obligations with respect to the exacerbation of any Henderson Legacy Conditions shall be limited to the extent of exacerbation (“Exacerbation Obligations”).

(b) “Henderson Legacy Conditions” shall mean the presence or release, prior to or on the Effective Date, of hazardous substances in or into the environment at, on or below any portion of the Henderson Property, including the presence in any environmental media of such released hazardous substances as a result of migration from any portion of the Henderson Property, whether before or after the Effective Date. For the purposes of the Settlement Agreement and this Lease (including but not limited to Sections XVI and XVIII of the Settlement Agreement) only, perchlorate and chlorate compounds shall be treated as “hazardous substances.” This treatment of perchlorate and chlorate compounds shall not in any way affect, impact, or interfere with any person or entity’s right to assert that perchlorate or chlorate compounds are, may be, or are not hazardous substances for any purpose other than construing the Settlement Agreement and this Lease.

(c) “New Substances Conditions” shall mean any hazardous substances released, added, deposited, generated, produced, stored or spilled by any Henderson Covered Person in, at, on, or below the Henderson Leased Facility on or after the Effective Date, including the migration of any such hazardous substances from the Henderson Leased Facility.

(Section 78)

To the extent required, Tenant shall provide to Landlord Environmental Information and Real Property Information in accordance with Section XIX of the Settlement Agreement.

(Section 79)

On the Effective Date, Landlord and Tenant shall enter into an agreement (the “Henderson Remediation Power Agreement”) under which Tenant shall provide to Landlord or its designee or assignee on and after the Effective Date the uninterrupted supply of hydroelectric power as necessary to continue to power components of the existing perchlorate- and chromium-related groundwater intercept and treatment systems at the same prices, terms and conditions as are applicable to Tenant’s allocation of hydroelectric power from the Colorado River Commission of Nevada (“CRC”), subject to all applicable CRC laws, regulations or other requirements (“CRC Requirements”). The Henderson Remediation Power Agreement shall include a severability provision providing that each provision of the Henderson Remediation Power Agreement will to the extent possible be interpreted in such manner as to be effective and valid under applicable CRC Requirements, but if any provision of the Henderson Remediation Power Agreement is held to be prohibited by or invalid under applicable CRC Requirements, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of the Henderson

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Remediation Power Agreement. The Henderson Remediation Power Agreement shall require that Tenant obligate any transferee or assignee of Tenant’s rights to such hydroelectric power to continue to supply power to Landlord or its assigns in accordance with the Henderson Remediation Power Agreement, subject to all CRC Requirements applicable to any such transfer or assignment. Such hydroelectric power shall be provided pursuant to the Henderson Remediation Power Agreement for so long as operation of the groundwater intercept and treatment systems is deemed required Environmental Actions under this Settlement Agreement, subject to the terms and continuance of the power contracts between Tenant and the CRC, as they may be amended, assigned or transferred from time to time in accordance with CRC Requirements and the terms of the Henderson Remediation Power Agreement, and the authority of the CRC over the allocation of such hydroelectric power.

(Section 84(d))

In no event shall any of the Nevada Trust Parties be held liable to any third parties for any liability, action, or inaction of any other party, including Debtors, Reorganized Tronox, Tenant or any other Nevada Trust Party, provided however, nothing herein shall modify the rights or obligations of Tenant as provided in this Lease.

(Section 84(e))

The Nevada Trustee shall implement any institutional controls or deed restrictions requested by the Lead Agency and Non-Lead Agency or required under applicable Environmental Laws with respect to the Henderson Property. Additionally, Landlord and Tenant shall abide by the terms of any institutional controls or deed restrictions in place or of record as to the Henderson Property.

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EXHIBIT G

FORM OF GUARANTY

FOR VALUE RECEIVED, and as an inducement for the granting, execution and delivery of that certain Single Tenant Industrial Lease, dated as of even date herewith (as the same may be amended, modified, supplemented, extended or renewed, the “Lease”); capitalized terms used but not defined in this Guaranty have the meanings given to them in the Lease), by Le Petomane XXVII, Inc., not individually but solely in the representative capacity as the Trustee of the Nevada Environmental Response Trust Trustee (“Landlord”) to Tronox LLC (“Tenant”), the undersigned Tronox Incorporated, a Delaware corporation (“Guarantor”), hereby unconditionally and irrevocably guarantees to Landlord, its successors and assigns, the full and prompt: (i) payment of Rent and all other charges payable by Tenant, its successors and assigns under the Lease; and (ii) performance and observance of all the obligations, covenants, terms, conditions and agreements in the Lease to be performed and/or observed by Tenant and its successors and assigns and (iii) the observance and performance of all obligations, covenants, terms, conditions and agreements to be performed and/or observed by Tenant in the Consent Decree and Environmental Settlement Agreement, United States Bankruptcy Court Southern District of New York, In re: Tronox Incorporated et. al., Debtors: Case No. 09-10156 (ALG) (as the same may be amended, modified or supplemented, the “Settlement Agreement”) as such obligations, covenants, terms, conditions and agreements pertain to the Henderson Leased Facility (as defined in the Settlement Agreement) (the “Guaranteed Obligations”); and Guarantor hereby covenants and agrees to and with Landlord that if Tenant or its successors or assigns shall fail to pay or perform any Guaranteed Obligation, after giving effect to any applicable notice requirements and grace periods under the Lease with respect to any obligations under the Lease, Guarantor shall forthwith upon written demand by Landlord, pay or perform such unpaid or non-performed Guaranteed Obligation. Guarantor shall have the right to cure any default by Tenant under the Lease provided that Guarantor effects such cure within the time permitted under the Lease for cures by Tenant.

This Guaranty is an irrevocable, absolute and unconditional guaranty of payment and of performance. It shall be primary and enforceable against Guarantor without the necessity of any suit or proceedings on Landlord’s part of any kind or nature whatsoever against Tenant or its successors or assigns, and without the necessity of resorting to any security under the Lease or any need to give notice of nonpayment, nonperformance or nonobservance; and Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Landlord or the inability to enforce against Tenant, or against Tenant’s successors or assigns, any of the rights or remedies reserved to Landlord pursuant to the provisions of (i) the Lease or (ii) the Settlement Agreement only with respect to the observance and performance of all obligations, covenants, terms, conditions and agreements to be performed and/or observed by Tenant thereunder as such obligations, covenants, terms, conditions and agreements pertain to the Henderson Leased Facility (collectively, the “Henderson Obligations”).

This Guaranty shall be a continuing guaranty, and the liability of Guarantor for the Guaranteed Obligations hereunder shall in no way be affected, modified, impaired, delayed or diminished by reason of any event or circumstance which might otherwise constitute a legal or

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equitable discharge of Guarantor, including, without limitation: (i) any extension or renewal of the Lease or the Settlement Agreement; (ii) any subletting under the Lease; (iii) except as set forth in Section 33(f) of the Lease, any assignment of Tenant’s interest in the Lease; (iv) any modification, supplementation or waiver of or change in any of the terms, covenants, conditions or provisions of the Lease or the Settlement Agreement, including, without limitation, any waivers of defaults or other concessions thereunder or termination thereof by Landlord or Tenant or their respective successors or assigns notwithstanding that such modifications, waivers, changes or termination increase the liability of Guarantor under this Guaranty; (v) any dealings or transactions or matter or thing of any kind or nature occurring between Landlord and Tenant or their respective successors or assigns; (vi) any consent, indulgence or other action, inaction or omission with respect to Tenant under or in respect of the Lease or the Settlement Agreement; (vii) any failure to act, delay or lack of diligence on the part of Landlord to enforce, assert or exercise any right, power or remedy conferred on Landlord under the Lease, this Guaranty or the Settlement Agreement with respect to the Henderson Obligations; (viii) any release, compromise or settlement in connection with the Settlement Agreement that does not pertain to the Henderson Leased Facility; (ix) any acceptance or discharge of any other person (not including Guarantor) as a co-guarantor or additional guarantor of the Guaranteed Obligations; (x) any assignment or other transfer of any or all of Landlord’s interest in the Lease or, to the extent Landlord’s interest under the Settlement Agreement may be assigned, all or any of Landlord’s interest in the Settlement Agreement; or (xi) any bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit of creditors, receivership or trusteeship affecting Tenant or Tenant’s successors or assigns, whether or not notice thereof is given to Guarantor, it being understood that Landlord may, in its sole discretion, without notice to Guarantor and without in any way affecting or terminating any of Guarantor’s obligations and liabilities hereunder, from time to time take any of the applicable foregoing actions.

All of Landlord’s rights and remedies under the Lease, and/or under this Guaranty and/or under the Settlement Agreement with respect to the Henderson Obligations are intended to be distinct, separate and cumulative and no such right or remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the others. This Guaranty and/or any of the provisions hereof cannot be modified, waived or terminated unless such modification, waiver or termination is in writing, signed by Landlord, provided, however, that this Guaranty shall be automatically terminated in the event all of the Guaranteed Obligations shall have been paid in full in accordance with the terms of the Lease and Tenant shall have no further obligations under, pursuant to, or in connection with, the Lease. If this Guarantor is released of all of its liabilities hereunder pursuant to Section 33(f) of the Lease or this Guaranty is terminated in accordance with its terms, Landlord, at Guarantor’s request, agrees to provide Guarantor with a written statement to that effect.

Guarantor hereby agrees that whenever at any time or from time to time Guarantor shall make any payment to Landlord or perform or fulfill any covenant, term, condition or agreement hereunder on account of the liability of Guarantor hereunder, Guarantor will notify Landlord in writing that such payment or performance, as the case may be, is for such purpose. No such payment or performance by Guarantor pursuant to any provision hereof or any other matter or thing shall entitle Guarantor by subrogation or otherwise to the rights of Landlord to any payment by Tenant or out of the property of Tenant, except after the irrevocable payment of all sums and fulfillment of all covenants, terms, conditions or agreements to be paid or

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performed by Tenant and its permitted successors or assigns under the Lease or in the event of the termination of this Guaranty pursuant to Section 33(f) of the Lease or in accordance with its terms.

Guarantor agrees it will, at any time and from time to time, within fifteen (15) Business Days following written request by Landlord and without charge therefor, execute, acknowledge and deliver to Landlord for its benefit or the benefit of its prospective lender, purchaser, assignee or sublessee, a statement certifying as of its date, if such be true, that this Guaranty is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating such modifications) and that Guarantor has no defenses (other than the defense of prior payment or performance) to its obligations hereunder and no offsets against any amounts that are then or may thereafter become due pursuant hereto and stating any other fact or certifying any other condition reasonably requested by Landlord or its assignees. Guarantor agrees that such certificates may be relied upon by anyone holding or proposing to acquire any interest in the Henderson Leased Facility from or through Landlord or by any mortgagee or prospective mortgagee or equivalent lien holder or beneficiary thereof of the Henderson Leased Facility or of any interest therein.

Notwithstanding anything to the contrary contained or implied herein, any action or any failure to take any action by Landlord or any other parties to the Settlement Agreement with respect to any obligations, covenants, terms, conditions, agreements or any other provisions of the Settlement Agreement that do not pertain to the Henderson Leased Facility shall have no effect whatsoever on the validity, enforceability, or legality or the terms and provisions of this Guaranty or the rights and remedies of Landlord hereunder.

As a special inducement to Landlord to make and enter into the Lease and in consideration thereof, Guarantor hereby represents and warrants to and for the benefit of Landlord that: (i) Tenant is a wholly owned subsidiary of Guarantor and that by entering into the Lease, Landlord will be conferring a direct and substantial economic benefit on Guarantor; (ii) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (iii) this Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) the execution, delivery and performance of this Guaranty does not violate or contravene any laws, ordinances or governmental requirements affecting Guarantor or any agreement to which Guarantor is a party or by which Guarantor is bound.

This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid and performed in full in accordance with the terms of the Lease and Tenant shall have no further obligations under or pursuant to the Lease.

Guarantor shall pay all the documented reasonable out-of-pocket attorneys’ fees, charges and expenses and all other documented reasonable out-of-pocket costs and expenses which are actually incurred by or on behalf of Landlord in the enforcement of the Lease or this

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Guaranty whether or not a lawsuit or other proceeding is commenced, provided, however, that in the event a lawsuit or other proceeding has not been commenced than the Lease or this Guaranty has been placed in the hands of an attorney for enforcement or collection.

If any provision of this Guaranty is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Guaranty shall remain in full force and effect. This Guaranty shall be governed by and construed in accordance with the laws of the State of Nevada without regard to choice of law rules. Exclusive jurisdiction and venue for any action concerning any matter arising out of or relating to this Guaranty shall be in the United States Bankruptcy Court, Southern District of New York for so long as such court may have or accept jurisdiction and the Federal District Court of the State of Nevada, thereafter.

This Guaranty will be binding upon, inure to the benefit of, and be enforceable by, Guarantor, Landlord and their respective successors and assigns. Without limiting the generality of the preceding sentence, Guarantor specifically agrees that this Guaranty may be (a) freely assigned by Landlord and (b) enforced by Landlord’s mortgagee or equivalent lien holder or beneficiary thereof.

GUARANTOR AND LANDLORD, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE (A) TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY ANY PARTY TO THIS GUARANTY WITH RESPECT TO THIS GUARANTY AND (B) SERVICE OF ANY NOTICE REQUIRED BY ANY PRESENT OR FUTURE LAW OR ORDINANCE APPLICABLE TO LANDLORDS OR GUARANTORS BUT NOT REQUIRED BY THE TERMS OF THIS GUARANTY.

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IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of                         , 20    .

TRONOX INCORPORATED

By:

Name:

Title:

State of	)
	) ss.:
County of	)

On the                  , 20     before me, the undersigned, a Notary Public in and for said State, personally appeared                                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

[Seal]

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EXHIBIT H

INSURANCE

TYPE OF INSURANCE & CARRIER2	DESCRIPTION OF COVERAGE	LIMITS	DEDUCTIBL E/SELF INSURED RETENTION (SIR)	TERM
PROPERTY INSURANCE “All Risk” Carrier Chartis Energy – 25% Participation Liberty Mutual Ins. Co – 17.5% Participation Starr Tech (ACE American) 15% Participation XL Insurance America – 15% Participation Swiss RE (15% Participation) Scor (General Security Indemnity Co of Arizona) – 7.5% Participation Torus Insurance - 5% Participation	“All Risk” of Direct Physical Loss or Damage to Property, including business interruption coverage, subject to policy exclusions.	$50,000,000	PD Dec. $1m Windstorm 5% - $3M min. BI (30 days) $500k min	Annual
GENERAL LIABILITY Primary General Liability/Excess National Union Fire Insurance Company (Chartis) (Primary)	Provides primary general liability insurance (front)	$2,000,000 primary $50,000,000 umbrella on general liability	$2MM Ded.	Annual
EMPLOYEE EXPOSURES Workers Compensation The Insurance Company of the State of Pennsylvania (Chartis)	Workers Compensation and Employers Liability	WC STATUTORY EL $1,000,000	Deductible: $250,000 each accident	Annual
AUTOMOTIVE Primary Automobile Liability (AL) National Union Fire Insurance Company (Chartis)	Guaranteed Cost program	$2,000,000	N/A	Annual

²  Carriers are subject to change from time to time.

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TYPE OF INSURANCE & CARRIER2	DESCRIPTION OF COVERAGE	LIMITS	DEDUCTIBL E/SELF INSURED RETENTION (SIR)	TERM
POLLUTION LEGAL LIABILITY (PLL)**	Coverage for bodily injury; property damage including Natural Resource Damages; Clean-up Costs; and Defense Costs resulting from pollution conditions which commenced on or after the effective date	$15,000,000	$1,000,000	Annual

* Tronox will use commercially reasonable efforts to cause Savage Transportation Management Inc. (“Savage”) to name the Trust as an additional insured under the insurance policies Savage is required to maintain under that certain Rail Services Agreement, dated as of December 6, 2007, between Savage and Tronox LLC for so long as the Rail Services Agreement remains in effect.

** Tronox will use commercially reasonable efforts to bind the PLL insurance coverage by March 16, 2011. Tronox will consult with and include Landlord’s counsel in all material aspects of the procurement, negotiation and binding of the PLL insurance coverage.

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EXHIBIT I

PERMITTED ENCUMBRANCES

1. Laws and Requirements

2. Any matters of record and any other matter that is listed as an exception to title on the title commitment for the Property dated February 7, 2011 issued by Chicago Title Insurance Company File No. 10900242 (the “Title Commitment”)

3. Matters disclosed by that certain ALTA/ACSM Land Title Survey prepared by Marc C. Kennedy, PLS No. 18669 with Quantum Surveying L.L.C. as Job No. 20095010, certified by Christopher L. Albers, PLS No. 8866, on February 7, 2011 (the “Survey”)

4. Liens and encumbrances created by Fee Mortgages

5. Any Environmental Requirements

6. Any Permitted Agreement

7. Real Property Taxes, including, without limitation, general and special real estate taxes and assessments on Shared Tax Parcels

8. The rights of BMI and its affiliates under any existing agreements affecting the Premises, including, without limitation, any assessments due thereunder and any rights of BMI in and to any infrastructure located on the Premises or the Property

9. Matters existing on the Effective Date

10. Matters arising out of the acts or omissions of Tenant or party claiming by, through or under Tenant or consented to by Tenant

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EXHIBIT J

PRONTO AREA

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EX-12.1

Exhibit 12.1

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges on a consolidated basis for each of the periods indicated. For the purposes of computing the ratio of earnings to fixed charges, earnings are defined as income before income taxes plus fixed charges. Fixed charges consist of interest expense (including capitalized interest) and the portion of rental expense that is representative of the interest factor.

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Earnings:
Income (loss) before income taxes	$	(61	)	$	1,008		$	262		$	632
Fixed charges		140			69			32			3
Capitalized interest		(5	)		(2	)		(1	)		—
Total earnings (loss)	$	74		$	1,075		$	293		$	635
Fixed Charges:
Interest expense	$	122		$	53		$	29		$	3
Amortization of deferred debt issuance costs and discounts on debt		9			10			1			—
Rental expense representative of interest factor (1)		4			4			1			—
Capitalized interest		5			2			1			—
Total fixed charges	$	140		$	69		$	32		$	3
Ratio of earnings to fixed charges		1			16			9			212

(1) Relates to the lease financing in South Africa.

EX-14.1

Exhibit 14.1

LIMITED

Code of Business Conduct

Code of Ethics

April 2013

Tronox Limited

CODE OF BUSINESS CONDUCT AND ETHICS

Contents

Chairman’s Message	2
Introduction	3
Tronox Hotline	3
Responsibility for the Code of Business Conduct and Ethics	4
Compliance with the Law	5
Insider Trading	5
Accounting and Auditing Matters	5
Foreign Corrupt Practices Act	5
Antitrust Laws	6
Export Control Laws	6
Conflicts of Interest	7
Gifts and Entertainment	7
Outside Activities and Corporate Opportunities	8
Use of Company Assets	8
Loans and Guarantees	8
Company Information	8
Fair Treatment	9
Protection and Proper Use of Company Assets	9
Safety, Health and Environment	9
Drugs, Alcohol, Firearms and Other Prohibited Items	9
Diversity & Inclusion and Anti-Harrassment/Workplace Violence	9
Electronic Information and Images	9
Social Media and Blogging	10
Honesty in Reporting	10
Business Expense Reporting	10
Political Contributions and Activities	10
International Political Activity	11
Violations of the Code of Business Conduct and Ethics	11
Appendix	12-13
Subject Index	14
Acknowledgment	15

Dear Fellow Employee:

Our company’s reputation is a valuable asset. It must be protected by each of us through our ongoing commitment to legal compliance and high ethical standards in our daily business activities around the world.

While compliance with the law forms the cornerstone of the Tronox Code of Business Conduct and Ethics, the company further expects each of you to avoid any unethical business activity even if no laws are violated. Our conduct as employees, officers and directors must always be based on honesty, respect, integrity and responsibility. These principles are an integral part of our company’s fundamental beliefs.

I encourage you to read carefully the pages that follow. Compliance with the Code of Business Conduct and Ethics is a condition of employment, and violations could result in strong disciplinary action, including discharge. If you have questions or concerns, discuss them with your supervisor, manager or human resources representative, or call the Tronox Hotline when appropriate. Adherence to the code at all times will ensure that our company continues to operate as a good corporate citizen and as an honest and fair business competitor.

Tom Casey

Chairman and Chief Executive Officer

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Introduction

Tronox Limited is committed to complying with all applicable laws and putting ethics into action every day.

This Code of Business Conduct and Ethics (Code) is designed to promote:

• Honest and ethical conduct

• Avoidance of conflicts of interest

• Complete and timely public disclosure to regulators

• Compliance with all applicable laws, rules and regulations

The Code applies to all employees, officers, directors, contractors and agents of Tronox Limited and, where permitted by applicable local law, regulations, and labor and employment agreements, to all Employees of majority owned and wholly owned subsidiaries and affiliates of Tronox Limited.

It is the obligation of all Employees to comply with the Code.

The Code is designed as a quick reference guide to expected behaviours and is not intended to be all-inclusive. All Employees must also be familiar with Tronox’s corporate policies (Policies) which contain an expanded discussion of many of the issues (including legal and ethical issues) referred to in the Code. Employees will be provided with a copy of the Policies upon commencement of their employment / engagement and a copy of the Policies can also be obtained from their contact within Human Resources and Communications department supervisors, the Legal Department or on Tronox’s intranet site.

Tronox Hotline

All Employees are expected to report suspected violations of the Code. Violations can be reported to a supervisor or manager, a human resources representative or the Legal Department. If you feel more comfortable making a statement confidentially and anonymously, you should consider using the Tronox Hotline.

The hotline is administered by a third party service provider and is monitored by the Legal Department. All hotline calls are made to an answering system. The system displays no identifying features of the caller, does not record the phone number from which the call was placed and distorts recorded voices.

All hotline reports are reviewed and, where appropriate, actions are taken to address concerns raised in the report.

In addition, the General Counsel will report to the Audit Committee of the board of directors any hotline complaints regarding accounting, internal accounting controls or auditing matters and will inform non-management directors of hotline reports that are intended for non-management directors.

The hotline numbers are listed below, and can be found on the company’s Internet site at www.tronox.com and intranet site. (Corporate Policy 10.03)

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Toll-free Hotline Numbers:

Australia	001-1800-91234578
Austria	0-800-200-288, then  866-560-5299
China/Shanghai	00-800-91234578
France	0-800-919554
Germany	00-800-91234578
Italy	800-7888537
The Netherlands	00-800-91234578
Singapore	001-800-91234578
South Africa	0800-988-802
Switzerland	00-800-91234578
United Kingdom	00-800-91234578
United States and Canada	1-800-867-5118

The hotline can also be reached from any location in the world by dialing the applicable prefix plus 405-775-5050 (U.S. based number). The hotline will forward any ethical or legal concerns directly to the Legal Department. This is not a toll-free number.

Responsibility for the Code of Business Conduct and Ethics

All Employees are responsible for:

• reading and understanding the Code and acknowledging it annually;

• being aware of situations that could lead to illegal or unethical actions; and

• avoiding, preventing and reporting such behavior.

Supervisors/managers are responsible for maintaining a work environment that is compliant with the Code and promotes open communication regarding legal and ethical concerns. In addition, supervisors/managers should know what resources are available to assist in the resolution of questions related to the Code.

Human Resources representatives are responsible for providing a copy of the Code to new Employees, and for coordinating training in relation to and annual re-acknowledgment of the code.

The Legal Department is responsible for investigating suspected and detected violations of the Code, for maintaining the Tronox Hotline, and for reporting Hotline activity to the Executive Team and to the Audit Committee of the board of directors and non-management directors, when appropriate.

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Internal Audit is responsible for monitoring and auditing compliance with the Code by examining and evaluating company activities.

The Executive Team is responsible for providing guidance on compliance with the Code and the Chairman/CEO and General Counsel are responsible for approving updates of the Code as necessary.

Violations of the Code of Business Conduct and Ethics

Violations of the Code are serious offenses that may result in disciplinary action, up to and including discharge.

Compliance With the Law

Employees are expected to comply with the laws, rules and regulations governing Tronox’s operations around the world. Questions and concerns about legal compliance and any information about a suspected or actual violation of any applicable law, rule or regulation should be reported promptly to the General Counsel or, at the option of the reporting person, confidentially and anonymously to the Tronox Hotline.

Certain laws with broad applicability are summarized below.

Insider Trading

A person may have “inside information” about matters such as significant contracts, major litigation, potential sales or acquisitions, or financial results or forecasts. This information must remain strictly confidential until released to the public. Such information is never to be used for personal gain or advantage. In particular, use of confidential information in dealing with company securities (or other securities likely to be affected by such information) may violate state and federal securities laws, including rules adopted by the U.S. Securities and Exchange Commission. Civil and criminal penalties could result for anyone who uses or shares inside information. (Corporate Policy 90.07)

Accounting and Auditing Matters

Persons whose responsibilities include accounting, internal accounting controls and auditing matters should familiarize themselves with the laws, regulations, ethical standards and internal procedures applicable to the company’s accounting and auditing process. Such persons must fulfill their accounting and auditing responsibilities in conformance with such laws, regulations, standards and procedures. (Corporate Policy 20.06)

Foreign Corrupt Practices Act

Many countries have passed legislation criminalizing bribery of government officials. The sanctions for violating these laws can be severe, including significant individual and corporate fines, and even imprisonment. The Company policy prohibits bribes or payments to government officials regardless of the law.

The U.S. Foreign Corrupt Practices Act of 1977 (FCPA) consists of two provisions. The anti-bribery provision makes it a criminal offense to bribe non-U.S. governmental or political officials to obtain or retain business. Payments to non-U.S. officials for routine governmental actions may be made where permitted under the law. The FCPA also requires that publicly held companies like Tronox maintain and keep records and accounts that fairly and accurately present their activities and transactions. Other countries have similar laws.

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The key offenses of the U.K. Anti-bribery law consist of:

• active bribery

• passive bribery

• bribing a foreign public official

• a commercial organization failing to prevent active bribery by its employees, agents or subsidiaries.

Apart from the “commercial organization” offenses noted above, all the offenses apply equally to the public, private & third (i.e. charity) sector.

The law applies to bribes in the UK. The law also applies to bribes abroad if the person is resident or incorporated in the UK. It applies to the conduct of overseas agents and employees if the corporation is registered in or trades in the UK. The maximum penalty is 10 years imprisonment, and/or an unlimited fine.

It is company policy to present financial statements in accordance with generally accepted accounting principles and International Financial Reporting Standards. No secret or unrecorded fund may be established or maintained, and no false entries may be made on company books or records. (Corporate Policies 10.02 and 60.07)

Antitrust Laws

The intent of the antitrust laws is to strengthen and promote competition. In the United States, certain conduct is always illegal. Illegal conduct may include agreements, expressed or implied, to: fix prices with competitors; fix prices with customers (resale price); unlawfully divide markets; regulate production; participate in boycotts; and unlawfully restrain trade.

Other activities that may be illegal, depending on the circumstances, include certain conduct within trade associations, tying arrangements (for example, linking the sale of one product to the sale of another product), exclusive dealing, certain customer restrictions, refusals to deal, reciprocity, price discrimination and below-cost pricing. Other countries in which the company does business have similar laws that must be observed.

Company policy requires that all Employees comply with the antitrust laws. Persons whose responsibilities include areas covered by antitrust laws should review carefully the company’s Antitrust Policy and Guide for Compliance, which is available from Human Resources or the Legal Department and on the company’s intranet site. (Corporate Policy 60.03)

Export Control Laws

Export control laws, regulations and policies impose restrictions on the export and re-export of certain products, software, services and technologies for reasons such as national security and foreign policy. Company policy requires that all Employees comply with the export control laws. (Corporate Policy 60.06)

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Conflicts of Interest

It is not appropriate to gain personally, directly or indirectly, in ways that conflict with the company’s interests. A conflict of interest may arise when someone takes actions or has interests that may make it difficult to perform his or her duties objectively and effectively or when such person or a family member receives improper personal benefits as a result of his or her position at the company. Situations that may appear to conflict with the interests of the company also should be avoided. Employees must report potential conflicts of interest and any related party transactions (company transactions with family relatives) annually with their code of conduct re-acknowledgement form. Questions about such situations should be referred to a supervisor or the Legal Department. (Corporate Policy 10.02)

Some conflict-of-interest issues are discussed below.

Gifts and Entertainment

It is not appropriate to give, solicit or accept gifts, services, benefits or unusual hospitality from customers or suppliers that might improperly influence or appear to improperly influence conduct in representing the company. All Employees must comply with the Business Gifts and Entertainment Policy (Corporate Policy 10.08). The Policy applies to the giving and receiving of all Tronox-paid forms of business gifts and entertainment. The following guidelines are outlined in the Policy:

ACCEPTING Gifts, Entertainment and Travel from Non-Government Officials

• Employees may infrequently accept “nominal” and “reasonable” gifts and entertainment with an individual value of less than US$150, and a cumulative value of less than US$600 from a single gift-giver in a calendar year;

• Employees may not accept offers of free travel and/or accommodation from suppliers or other business associates.

GIVING Gifts, Entertainment and Travel to Non-Government Officials

• Employees may infrequently offer “nominal” gifts and entertainment with an individual value less than US$150, if permitted under local laws and by the recipient’s employer and a cumulative value of less than US$600 from a single gift-giver in a calendar year;

Entertaining Government Officials

• Employees may only offer “nominal” gifts under US$100 if the gift includes the Tronox logo.

• Employees may occasionally entertain a government official only if the expenditure is less than US$100, is in good taste and cannot be perceived as a bribe, payoff or kickback.

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Outside Activities and Corporate Opportunities

It is inappropriate to participate in outside business or personal activities that conflict with company interests. An employee owned business shall have no commercial relationships with Tronox without prior written approval of the General Counsel. This includes participation in any business venture that would improperly compete with the company or improperly benefit from a relationship with the company. Likewise, it is not appropriate to take personal advantage of business opportunities that could be made available to the company, except with the written approval of the General Counsel after the opportunity is first considered by and declined by the company. The interests of the company must be advanced when the opportunity to do so arises.

When there is doubt about whether a venture would improperly compete with the company or result from a corporate opportunity, the General Counsel or designee should be consulted.

Employees are encouraged to work with civic, charitable and professional groups. When participating in such activities, Employees should clarify that they are expressing their individual views and not the views of the company. Questions about potential conflicts of interest involving participation in civic, charitable and professional groups should be referred to a supervisor or the Legal Department.

Use of Company Assets

Company facilities, equipment, computer resources, materials and other assets exist for business purposes. It is understood that occasional incidental use of company assets for personal reasons may occur. Such incidental personal use of company assets should not interfere with or detract from the company’s business purposes or individual job performance. In addition, use of company information in a manner contrary to the company’s interests, whether or not the company suffers any direct loss, is considered a conflict of interest.

Loans and Guarantees

Loans by the company to Employees, or guarantees by the company of obligations of Employees that are incurred for personal reasons may present conflicts of interest if such loans or guarantees are made outside the ordinary course of the company’s business or for improper purposes. Such loans and guarantees are prohibited by law in the case of executive officers and directors.

Company Information

The confidentiality of information entrusted to Employees by the company or its customers must be protected. Any release of confidential company information to the public must be approved by and coordinated with the Communications Department.

Employee information, including references, may be released outside the company only by an authorized Human Resources or Legal Department representative.

Breaches of confidentiality should be reported to a supervisor, HR, or the Legal Department.

The duty to preserve confidential and proprietary information continues after a person no longer works for or is associated with the company. (Corporate Policies 30.01, 60.04, 90.02 and 90.08)

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Fair Treatment

It is company policy that all Employees to deal fairly and honestly with customers, suppliers, competitors and other Employees. It is not appropriate to take unfair advantage of anyone through manipulation, concealment, improper use of privileged information, misrepresentation of material facts or any other unfair treatment. If you have reason to believe that a person is engaged in unfair treatment, contact a supervisor or the Legal Department. If that is not practicable, contact the Tronox Hotline. (Corporate Policy 10.02 and 10.03)

Protection and Proper Use of Company Assets

Company assets should be used effectively and efficiently and should be protected against theft, loss or misuse. Company assets include cash, land, buildings, equipment and inventory, as well as business plans, inventions, electronic data and company records.

Safety, Health and Environment

The safety and health of Employees, contractors, customers and the public and protection of the environment are priorities in all company activities. All Tronox personnel must take daily responsibility for a work environment that meets the company’s safety, health and environmental guidelines and complies with applicable laws, including all reporting requirements. Acts or threats of physical violence involving Tronox personnel, contract and temporary workers, or anyone else on Tronox property will not be tolerated. (Corporate Policies 40.04, 40.10, 50.01, 50.02, 50.03 and 50.04)

Drugs, Alcohol, Firearms and Other Prohibited Items

Drug and alcohol abuse can seriously jeopardize safety, health and job performance and may involve criminal conduct. Where appropriate and permitted by applicable local law, regulations, and labor and employment agreements, the company has adopted and will carry out drug and alcohol testing programs to help ensure a safe work environment. Firearms, explosives and other dangerous items and substances are strictly prohibited on Tronox property unless specifically authorized by the company. (Corporate Policies 40.04 and 50.02)

Diversity and Inclusion and Anti- Harassment/Workplace Violence

Respect for the dignity of each individual is the foundation of Tronox’s Equal Employment Opportunity Policy. The company recognizes and values the unique contributions a diverse workforce can make toward achieving Tronox’s business goals. All Tronox personnel must maintain a work environment free of discrimination, harassment, intimidation or coercion based on age, race, color, sex, religion, disability, national origin, veteran status, genetic information, or marital status. It is company policy to comply with the letter and spirit of equal opportunity and affirmative action laws and regulations. (Corporate Policy 40.01 and 40.10)

Electronic Information and Images

Company computer resources may not be used to access, initiate or display inappropriate or offensive materials that would tend to interfere with the company’s maintaining a workplace

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that is free of harassment based on age, race, color, sex, disability, national origin, veteran status, genetic information, or marital status. Software license agreements and copyright laws also control use of company assets. The Company may monitor use of company assets at such times as the Company reasonably believes to be necessary to protect the interests of the Company and its businesses, employees, customers, suppliers and other relations. (Corporate Policies 10.02, 30.01 and 40.01)

Social Media and Blogging

Tronox recognizes the growing importance of online social media networks as a communication tool and respects the right of Employees to use these mediums during their personal time. Use of these mediums during company time should be related to your work. Personal use of these mediums should take place during breaks or non-work hours. At no time should company equipment be used for social media activities that violate the company’s code of conduct (e.g., Anti- Harassment, Workplace Violence or Information Security.

Tronox takes no position on Employees’ decisions to participate in the use of social media networks. In general, Employees who participate in social media are free to publish their own personal information and opinions without censorship by Tronox. Employees must avoid, however, posting information that could place Tronox at competitive or legal compliance risk and must be mindful not to disclose confidential business information.

If an employee chooses to identify him or herself as a Tronox employee on any social media network, he or she must state in clear terms that the views expressed are the employee’s alone and that they do not reflect the views of Tronox. Employees are prohibited from acting as a spokesperson for Tronox or posting comments as a representative of the company. Employees are expected to comply with other policies of Tronox when participating in social media. (See Corporate Social Media Policy)

Honesty in Reporting

It is company policy that filings with the U.S. Securities and Exchange Commission and other public communications by the company contain information that is full, fair, accurate, complete, objective, timely and understandable. All Tronox personnel who supply information for these purposes must comply with this policy. (Corporate Policy no 90.02)

Business Expense Reporting

Tronox pays the cost of reasonable and necessary travel and other expenses incurred in the conduct of company business. All expense reports should be prepared properly and accurately and submitted on time. Supervisors are responsible for careful review of expense reports submitted for their approval. (Corporate Policy 10.06)

Political Contributions and Activities

It is Tronox policy not to make company contributions to political parties, committees, elected officials or candidates for office in federal, state or local elections, except where permitted by applicable law and with prior approval of the Chief Executive Officer or the Chief Executive Officer’s designee.

10

The company pays the operating expenses of the Tronox Political Action Committee (Tronox PAC). One of the purposes of the Tronox PAC is to disburse voluntary employee contributions to U.S. political parties or candidates whose views are consistent with the company’s interests.

Employees are encouraged to participate actively in the political process on their own time and at their own expense. (Corporate Policies 10.02 and 90.01)

International Political Activity

The company is committed to meeting high ethical standards in its worldwide operations and to conducting its business in a way that generates pride in persons associated with Tronox and respect from the world community.

Tronox bases its participation in international projects on business economics and technical expertise. Tronox’s international projects may require the company to participate in political activities in countries in which it has or desires to have operations. Such participation is permitted only when legal and only with prior approval of the Chief Executive Officer or designee. (Corporate Policies 10.02 and 90.01)

Violations of the Code of Business Conduct and Ethics

Violations of the Code of Business Conduct and Ethics are serious offenses that may result in disciplinary action, up to and including discharge.

11

Global Policies

Tronox publishes corporate policies that govern the management and conduct of company business. They apply to all Employees.

Following is a partial list of policies that address key legal and ethical issues. Copies of these and other corporate policies are available from supervisors and the Tronox intranet. (Failure to list a particular policy here should in no way be deemed to imply that it is not important, or that those listed here are more important.)

Policy No.	Title Content References
10.03	Tronox Hotline Guidelines for anonymous, confidential reports of violations of company policy and accounting and auditing concerns
10.06	Business Expenses Guidelines for reimbursable business-related expenses
10.08	Business Gifts and Entertainment
20.06	Internal Auditing Guidelines for the chief audit executive’s authority and responsibilities for internal audit functions
30.01	Information Security Guidelines and responsibility for protection and control of information assets
40.01	Diversity and Inclusion Compliance with all laws affecting equal employment opportunity
40.04	Job-Related Fitness and Health Company policy for promoting job-related fitness and a safe and healthful work environment
40.10	Anti Harassment and Workplace Violence Company policy strictly prohibiting workplace violence
50.01	Environmental Stewardship Guidelines for complying with environmental laws and regulations
50.02	Health Guidelines to protect the health of company employees
50.03	Safety Guidelines to ensure the safety of company employees
50.04	Product Safety Guidelines for protecting the safety of persons associated with the production, handling, transportation, sale and responsible use of company products
60.03	Compliance with Antitrust Laws Company policy regarding federal and state antitrust laws
60.04	Inventions and Proprietary Information Guidance for protecting the company’s interest in inventions and other confidential technical information

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60.05	Compliance with Export Controls Compliance with all laws affecting export controls
60.07	Compliance with Anti-bribery Laws Compliance with anti-bribery laws
70.01	Purchasing and Materials Management Criteria for acquisition of goods and services
90.01	Government Relations Centralized coordination and control over governmental contacts and issues
90.02	External Release of Company Information Release of information regarding the company, its employees and its operations
90.07	Insider Trading Compliance with laws regarding the trading of company stock
90.08	Fair  Disclosure of Material Nonpublic Information Guidelines for disclosure of material information about the company

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Subject Index
Accounting and auditing	5
Affirmative action	9
Alcohol	9
Antibribery provision	6,7
Antitrust laws	6
Business expenses	10
Company information	8
Company property	9,10
Compliance with the law	2, 3, 5, 6
Computers	9,10
Confidential information	5,8,10
Conflict of interest	7,8
Discrimination	6,9
Drugs	9
Electronic information	9
Entertainment	7
Environment	9
Equal employment opportunity	9
Export compliance	6
Fair treatment	9
Firearms	9
Foreign Corrupt Practices Act	5
Gifts	7
Harassment	9
Health	9
Honesty in reporting	10
Hotline	3, 4
Inside information	5
Insider trading	5
International political activity	10,11
Intimidation	9
Loans	8
Offensive materials	9
Outside activities	8
Policies	12,13
Political Action Committee	10
Political contributions and activities	10,11
Price fixing	6
Proprietary information	8
Responsibility for the Code of Business Conduct and Ethics	4, 5
Safety	9
Social Media	10
Theft of company property	9
Tying arrangements	6
Use of company assets	8,9
Workplace violence	9

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Tronox Code of Business Conduct and Ethics Acknowledgment

This is to acknowledge receipt and understanding of the Tronox Code of Business Conduct and Ethics, dated April 2013. I understand that any violations will be dealt with in terms of the Company’s disciplinary code.

Employee ID #                                                         

First and Last Name                                                 

(please print)

Signature                                                                 

Date                                                                         

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EX-21.1

Exhibit 21.1

LIST OF TRONOX LIMITED SUBSIDIARIES

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
Non-U.S. Subsidiaries:
Pigment Holdings Pty Ltd	Australia
Senbar Holdings Pty Ltd	Australia
Synthetic Rutile Holdings Pty Ltd	Australia
Ti02 Corporation Pty Ltd	Australia
Ticor Finance (A.C.T.) Pty Ltd	Australia
Ticor Resources 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 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 (Switzerland) Holding GmbH	Switzerland
Tronox International Finance LLP	United Kingdom

Subsidiary	Jurisdiction of Incorporation or Organization
Tronox Investments (Australia) Pty Ltd	Australia
Tronox KZN Sands Proprietary Limited	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 International GmbH	Switzerland
Tronox Pigments Ltd.	Bahamas
Tronox Pigments (Singapore) Pte. Ltd.	Singapore
Tronox Pigments Western Australia Pty Limited	Australia
Tronox Sands Holdings Pty Limited	Australia
Tronox Sands Investment Funding Limited	United Kingdom
Tronox Sands LLP	United Kingdom
Tronox UK Finance Limited	United Kingdom
Tronox Western Australia Pty Ltd	Australia
Tronox Worldwide Pty Limited	Australia
Yalgoo Minerals Pty Ltd.	Australia

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 27, 2014, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Tronox Limited on Form 10-K for the year ended December 31, 2013. We hereby consent to the incorporation by reference of said reports in the Registration Statement of Tronox Limited on Form S-8 (File No. 333-182556).

/s/ GRANT THORNTON LLP
	Oklahoma City, Oklahoma February 27, 2014

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

EXCHANGE ACT RULE 13A-14(A)/15D-14(A)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas Casey, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2013 of Tronox Limited (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 27, 2014

/s/ THOMAS CASEY
	Thomas Casey Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

EXCHANGE ACT RULE 13A-14(A)/15D-14(A)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Katherine C. Harper, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2013 of Tronox Limited (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 27, 2014

/s/ KATHERINE C. HARPER

Katherine C. Harper

Senior Vice President and Chief

Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C § 1350, the undersigned officer of Tronox Limited (the “Registrant”) hereby certifies that the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 (the “Report”) fully complies with the requirements of Section

13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

February 27, 2014

/s/ THOMAS CASEY

Thomas Casey

Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Tronox Limited (the “Registrant”) hereby certifies that the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 (the “Report”) fully complies with the requirements of Section

13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

February 27, 2014

/s/ KATHERINE C. HARPER

Katherine C. Harper

Senior Vice President and Chief

Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

XML

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Useful Lives for Property, Plant and Equipment

Property, plant and equipment, net is stated at cost less accumulated depreciation, and is depreciated over its estimated useful life using the straight-line method as follows:

Land improvements	10 — 20 years
Buildings	10 — 40 years
Machinery and equipment	3 — 25 years
Furniture and fixtures	10 years

XML

Guarantor Condensed Consolidating Financial Statements - Schedule of Guarantor Subsidiaries Condensed Consolidating Statements of Cash Flows (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Cash Flows from Operating Activities
Net income (loss)	$ 631	$ 242	$ (90)	$ 1,133
Gain on bargain purchase				(1,055)
Reorganization items	(954)
Other	40	21	427	40
Cash provided by (used in) operating activities	(283)	263	337	118
Cash Flows from Investing Activities:
Capital expenditures	(6)	(133)	(172)	(166)
Net cash received in acquisition of mineral sands business				114
Proceeds from the sale of assets		1	1
Cash provided by (used in) investing activities	(6)	(132)	(171)	(52)
Cash Flows from Financing Activities
Repayments of debt		(45)	(189)	(585)
Proceeds from borrowings	25	14	945	1,707
Debt issuance costs	(2)	(5)	(29)	(38)
Dividends paid			(115)	(61)
Proceeds from the rights offering	185
Proceeds from the exercise of warrants		1		1
Proceeds from the conversion of warrants			2
Merger consideration				(193)
Class A ordinary shares repurchased				(326)
Shares purchased for the Employee Participation Plan				(15)
Cash provided by (used in) financing activities	208	(35)	614	490
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(3)	(18)	6
Net Increase (Decrease) in Cash and Cash Equivalents	(81)	93	762	562
Cash and Cash Equivalents at Beginning of Period	142	61	716	154
Cash and Cash Equivalents at End of Period	61	154	1,478	716
Consolidation, Eliminations [Member]
Cash Flows from Operating Activities
Net income (loss)	(61)	(51)	441	1,529
Gain on bargain purchase
Other	61	51	(441)	(1,529)
Cash provided by (used in) operating activities
Cash Flows from Investing Activities:
Capital expenditures
Proceeds from the sale of assets
Cash provided by (used in) investing activities
Cash Flows from Financing Activities
Repayments of debt
Proceeds from borrowings
Debt issuance costs
Dividends paid
Proceeds from the conversion of warrants
Cash provided by (used in) financing activities
Effects of Exchange Rate Changes on Cash and Cash Equivalents
Net Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Period
Cash and Cash Equivalents at End of Period
Parent Company [Member]
Cash Flows from Operating Activities
Net income (loss)			(125)	(45)
Gain on bargain purchase				(1,055)
Reorganization items
Other			(116)	2,098
Cash provided by (used in) operating activities			(241)	998
Cash Flows from Investing Activities:
Capital expenditures
Net cash received in acquisition of mineral sands business				114
Proceeds from the sale of assets
Cash provided by (used in) investing activities				114
Cash Flows from Financing Activities
Repayments of debt
Proceeds from borrowings
Debt issuance costs
Dividends paid			(115)	(61)
Proceeds from the rights offering
Proceeds from the exercise of warrants				1
Proceeds from the conversion of warrants			2
Merger consideration				(193)
Class A ordinary shares repurchased				(326)
Cash provided by (used in) financing activities			(113)	(579)
Effects of Exchange Rate Changes on Cash and Cash Equivalents
Net Increase (Decrease) in Cash and Cash Equivalents			(354)	533
Cash and Cash Equivalents at Beginning of Period			533
Cash and Cash Equivalents at End of Period			179	533
Guarantor Subsidiaries [Member]
Cash Flows from Operating Activities
Net income (loss)	626	247	(548)	(384)
Gain on bargain purchase
Reorganization items	(954)
Other	61	(36)	1,628	(14)
Cash provided by (used in) operating activities	(267)	211	1,080	(398)
Cash Flows from Investing Activities:
Capital expenditures	(6)	(125)	(71)	(89)
Proceeds from the sale of assets		1
Cash provided by (used in) investing activities	(6)	(124)	(71)	(89)
Cash Flows from Financing Activities
Repayments of debt		(45)		(481)
Proceeds from borrowings	25	14		960
Debt issuance costs	(2)	(5)		(19)
Dividends paid
Proceeds from the rights offering	185
Proceeds from the exercise of warrants		1
Proceeds from the conversion of warrants
Cash provided by (used in) financing activities	208	(35)		460
Effects of Exchange Rate Changes on Cash and Cash Equivalents				8
Net Increase (Decrease) in Cash and Cash Equivalents	(65)	52	1,009	(19)
Cash and Cash Equivalents at Beginning of Period	117	52	85	104
Cash and Cash Equivalents at End of Period	52	104	1,094	85
Non-Guarantor Subsidiaries [Member]
Cash Flows from Operating Activities
Net income (loss)	66	46	142	33
Gain on bargain purchase
Other	(82)	6	(644)	(515)
Cash provided by (used in) operating activities	(16)	52	(502)	(482)
Cash Flows from Investing Activities:
Capital expenditures		(8)	(101)	(77)
Proceeds from the sale of assets			1
Cash provided by (used in) investing activities		(8)	(100)	(77)
Cash Flows from Financing Activities
Repayments of debt			(189)	(104)
Proceeds from borrowings			945	747
Debt issuance costs			(29)	(19)
Dividends paid
Proceeds from the conversion of warrants
Shares purchased for the Employee Participation Plan				(15)
Cash provided by (used in) financing activities			727	609
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(3)	(18)	(2)
Net Increase (Decrease) in Cash and Cash Equivalents	(16)	41	107	48
Cash and Cash Equivalents at Beginning of Period	25	9	98	50
Cash and Cash Equivalents at End of Period	$ 9	$ 50	$ 205	$ 98

XML

Share-Based Compensation - Restricted Stock Share Activity with Employees (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Restricted Stock Units (RSUs) [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of Shares, Awards granted	269,037	18,990
Tronox Limited [Member] | Restricted Stock [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of Shares, Beginning Balance	742,075
Number of Shares, Converted in connection with the Transaction		420,765
Number of Shares, Awards granted	524,372	357,505
Number of Shares, Awards earned	(100,540)	(24,620)
Number of Shares, Awards Forfeited	(17,112)	(11,575)
Number of Shares, Ending Balance	1,148,795	742,075
Weighted Average Grant Date Fair Value Outstanding, Beginning Balance	$ 20.61
Number of Shares, Outstanding awards expected to vest	1,135,905
Weighted Average Grant Date Fair Value, Awards Granted	$ 21.18	$ 25.18
Weighted Average Grant Date Fair Value, Awards Vested	$ 22.91	$ 20.87
Weighted Average Grant Date Fair Value of Awards converted connection with the Transaction		$ 16.99
weighted Average Grant Date Fair Value, Awards Forfeited	$ 24.24	$ 29.32
Weighted Average Grant Date Fair Value Outstanding, Ending Balance	$ 20.61	$ 20.61
Weighted Average Grant Date Fair Value Expected to vest, Ending Balance	$ 20.60
Tronox Limited [Member] | Restricted Stock Units (RSUs) [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of Shares, Beginning Balance	18,990
Number of Shares, Awards granted	295,655	18,990
Number of Shares, Awards earned	(7,775)
Number of Shares, Awards Forfeited	(3,546)
Number of Shares, Ending Balance	303,324	18,990
Weighted Average Grant Date Fair Value Outstanding, Beginning Balance	$ 21.10
Number of Shares, Outstanding awards expected to vest	294,542
Weighted Average Grant Date Fair Value, Awards Granted	$ 21.06	$ 21.10
Weighted Average Grant Date Fair Value, Awards Vested	$ 20.43
weighted Average Grant Date Fair Value, Awards Forfeited	$ 21.36
Weighted Average Grant Date Fair Value Outstanding, Ending Balance	$ 21.08	$ 21.10
Weighted Average Grant Date Fair Value Expected to vest, Ending Balance	$ 21.07
Tronox Incorporated Management Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of Shares, Beginning Balance		1,177,995
Number of Shares, Converted in connection with the Transaction		420,765
Number of Shares, Awards granted		52,915	1,734,090
Number of Shares, Awards earned		(61,165)	(545,675)
Number of Shares, Awards Forfeited			(10,420)
Number of Shares, Earned in connection with the Transaction		(748,980)
Number of Shares, Ending Balance			1,177,995
Weighted Average Grant Date Fair Value Outstanding, Beginning Balance	$ 22.01
Weighted Average Grant Date Fair Value, Awards Granted	$ 24.36	$ 22.81
Weighted Average Grant Date Fair Value, Awards Vested	$ 24.50	$ 24.50
Weighted Average Grant Date Fair Value, Earned in connection with the Transaction	$ 24.57
Weighted Average Grant Date Fair Value of Awards converted connection with the Transaction	$ 16.99
weighted Average Grant Date Fair Value, Awards Forfeited		$ 24.50
Weighted Average Grant Date Fair Value Outstanding, Ending Balance		$ 22.01

XML

Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Compensation Expense Table

Compensation expense consisted of the following:

	Successor						Predecessor
	Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011 (1)
Restricted shares and restricted share units	$	10	$	29	$	14	$	—
Options		5		2		—		—
T-Bucks EPP		2		1		—		—
Total compensation expense	$	17	$	32	$	14	$	—

Restricted Stock Share Activity with Employees

The following table presents a summary of activity for the years ended December 31, 2013 and 2012:

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding, January 1, 2012		—		$	—
Converted in connection with the Transaction		420,765			16.99
Granted		357,505			25.18
Vested		(24,620	)		20.87
Forfeited		(11,575	)		29.32
Outstanding, December 31, 2012		742,075			20.61
Granted		524,372			21.18
Vested		(100,540	)		22.91
Forfeited		(17,112	)		24.24
Outstanding, December 31, 2013		1,148,795		$	20.61
Expected to vest, December 31, 2013		1,135,905		$	20.60

Restricted Stock Share Activity with Employees in Units

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding, January 1, 2012		—		$	—
Granted		18,990			21.10
Outstanding, December 31, 2012		18,990			21.10
Granted		295,655			21.06
Vested		(7,775	)		20.43
Forfeited		(3,546	)		21.36
Outstanding at December 31, 2013		303,324		$	21.08
Expected to vest, December 31, 2013		294,542		$	21.07

Activity for Company's Options

The following table presents a summary of activity for the years ended December 31, 2013 and 2012:

	Number of Options			Weighted Average Exercise Price		Weighted Average Contractual Life (years)		Intrinsic Value
Outstanding, January 1, 2012		—		$	—
Converted in connection with the Transaction		517,330			24.56
Issued		247,904			23.83
Forfeited		(152,795	)		22.39
Outstanding, December 31, 2012		612,439			24.81
Issued		1,590,438			19.17
Exercised		(51,751	)		21.90
Forfeited		(22,861	)		20.54
Expired		(33,494	)		25.65
Outstanding, December 31, 2013		2,094,771		$	20.63		8.97	$	7
Expected to vest, December 31, 2013		1,822,535		$	20.19		9.05	$	6
Exercisable, December 31, 2013		226,822		$	24.32		8.27	$	—

Assumptions used in Black-Scholes Model

The assumptions used in the Black-Scholes option-pricing model were as follows:

	February 25, 2013			March 11, 2013			September 3, 2013
Number of options granted		1,544,872			8,238			37,328
Fair market value and exercise price	$	19.09		$	21.49		$	21.94
Risk-free interest rate		1.04	%		1.19	%		2.10	%
Expected dividend yield		5.24	%		4.65	%		4.56	%
Expected volatility		56	%		56	%		56	%
Maturity		10			10			10
Expected term (years)		6			6			6
Per-unit fair value of options granted	$	6.28		$	7.48		$	7.92

Restricted Stock [Member]

Restricted Stock Share Activity with Employees

The following table summarizes restricted shares activity during the years ended December 31, 2012 and 2011:

	Number of Shares			Weighted Average Grant Date Fair Value
Balance, January 1, 2011		—		$	—
Granted		1,734,090			22.81
Vested		(545,675	)		24.50
Forfeited		(10,420	)		24.50
Balance, December 31, 2011		1,177,995			22.01
Granted		52,915			24.36
Vested		(61,165	)		24.50
Earned in connection with the Transaction		(748,980	)		24.57
Converted in connection with the Transaction		(420,765	)		16.99
Balance, December 31, 2012		—		$	—

Stock Option [Member]

Activity for Company's Options

The following table presents a summary of activity for the years ended December 31, 2012 and 2011:

	Number of Options			Weighted Average Exercise Price
Balance at January 1, 2011		—		$	—
Issued		345,000			22.00
Balance at December 31, 2011		345,000		$	22.00
Issued		172,330			29.69
Converted in connection with the Transaction		(517,330	)		24.56
Outstanding at December 31, 2012		—		$	—

XML

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2013

Payables And Accruals [Abstract]

Accrued Liabilities

	December 31,
	2013		2012
Employee-related costs and benefits	$	55	$	45
Taxes other than income taxes		44		58
Interest		22		22
Sales rebates		18		13
Unfavorable sales contracts		—		64
Other		7		7
Total	$	146	$	209

XML

Pension and Other Postretirement Healthcare Benefits - Components of Net Periodic Pension and Postretirement Healthcare Cost (Detail) (USD $) In Millions, unless otherwise specified	11 Months Ended	12 Months Ended		1 Months Ended		12 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2011 Retirement Plans [Member]	Dec. 31, 2013 Retirement Plans [Member]	Dec. 31, 2012 Retirement Plans [Member]	Jan. 31, 2011 Predecessor [Member] Retirement Plans [Member]	Jan. 31, 2011 Predecessor [Member] Postretirement Healthcare Plans [Member]	Dec. 31, 2013 Successor [Member]	Dec. 31, 2011 Successor [Member] Postretirement Healthcare Plans [Member]	Dec. 31, 2013 Successor [Member] Postretirement Healthcare Plans [Member]	Dec. 31, 2012 Successor [Member] Postretirement Healthcare Plans [Member]
Net periodic cost:
Service cost	$ 3	$ 5	$ 3				$ 1	$ 1	$ 1
Interest cost	21	20	22	2				1	1
Expected return on plan assets	(20)	(20)	(21)	(2)
Net amortization of prior service credit					(1)	1
Net amortization of actuarial loss		2		1
Total net periodic cost (income)	$ 4	$ 7	$ 4	$ 1	$ (1)		$ 1	$ 2	$ 2

XML

Income Taxes - Additional Information (Detail) (USD $)	12 Months Ended						12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Tronox Incorporated [Member]	Dec. 31, 2013 Minimum [Member]	Dec. 12, 2013 Minimum [Member]	Dec. 31, 2013 Maximum [Member]	Dec. 31, 2012 Maximum [Member]	Dec. 12, 2013 Maximum [Member]
Deferred Tax Assets Liability [Line Items]
Deferred income taxes	$ 185,000,000
Damages claim amount					5,000,000,000	5,000,000,000	14,000,000,000		14,000,000,000
Increase decrease in valuation allowance	229,000,000	192,000,000
Undistributed earnings subject to tax if distributed	83,000,000
Undistributed earnings				148,000,000
Provision for deferred income taxes				0
Tax position	1,000,000	1,000,000
Tax position, unrecognized	1,000,000	4,000,000	2,000,000				1,000,000
Recognizes interest and penalties related to unrecognized tax benefits	1,000,000		(10,000,000)				1,000,000	1,000,000
Reserve for uncertain tax positions	$ 1,000,000	$ 4,000,000

XML

Pension and Other Postretirement Healthcare Benefits - Asset Categories and Associated Asset Allocations for Company's Funded Retirement Plans (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Actual	100.00%	100.00%
Target	100.00%	100.00%
United States [Member] | Equity securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Actual	38.00%	38.00%
Target	38.00%	38.00%
United States [Member] | Debt securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Actual	61.00%	61.00%
Target	62.00%	62.00%
United States [Member] | Cash [Member]
Defined Benefit Plan Disclosure [Line Items]
Actual	1.00%	1.00%
Netherlands [Member]
Defined Benefit Plan Disclosure [Line Items]
Actual	100.00%	100.00%
Target	100.00%	100.00%
Netherlands [Member] | Equity securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Actual	36.00%	41.00%
Target	35.00%	40.00%
Netherlands [Member] | Debt securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Actual	55.00%	53.00%
Target	62.00%	55.00%
Netherlands [Member] | Cash [Member]
Defined Benefit Plan Disclosure [Line Items]
Actual	9.00%	6.00%
Target	3.00%	5.00%

XML

Pension and Other Postretirement Healthcare Benefits (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Benefit Obligations and Plan Assets Associated With Benefit Plans

	Retirement Plans						Postretirement Healthcare Plans
	Year Ended December						Year Ended December
	2013			2012			2013			2012
Change in benefit obligations:
Benefit obligation, beginning of year	$	557		$	483		$	19		$	9
Service cost		5			3			1			1
Interest cost		20			22			1			1
Net actuarial (gains) losses		(31	)		78			4			2
Foreign currency rate changes		6			2			(1	)		—
Contributions by plan participants		1			1			—			1
Acquired in the Transaction		—			—			—			7
Plan amendments		(4	)		—			—			—
Benefits paid		(27	)		(29	)		(1	)		(2	)
Administrative expenses		(3	)		(3	)		—			—
Benefit obligation, end of year		524			557			23			19
Change in plan assets:
Fair value of plan assets, beginning of year		398			350			—			—
Actual return on plan assets		19			47			—			—
Employer contributions (1)		5			30			1			1
Participant contributions		1			1			—			1
Foreign currency rate changes		5			2			—			—
Benefits paid (1)		(27	)		(29	)		(1	)		(2	)
Administrative expenses		(3	)		(3	)		—			—
Fair value of plan assets, end of year		398			398			—			—
Net over (under) funded status of plans	$	(126	)	$	(159	)	$	(23	)	$	(19	)
Classification of amounts recognized in the Consolidated Balance Sheets:
Accrued liabilities	$	—		$	—		$	(1	)	$	(2	)
Pension and postretirement healthcare benefits		(126	)		(159	)		(22	)		(17	)
Total liabilities		(126	)		(159	)		(23	)		(19	)
Accumulated other comprehensive loss		60			94			9			6
Total	$	(66	)	$	(65	)	$	(14	)	$	(13	)

(1) We expect 2014 contributions to be approximately $5 million for The Netherlands plan and $17 million for the U.S. qualified retirement plan, while net benefits paid are expected to be approximately $1 million for the U.S. postretirement healthcare plan.

Accumulated Benefit Obligations and Projected Benefit Obligations

	December 31, 2013						December 31, 2012
	U.S. Qualified Plan			The Netherlands Retirement Plan			U.S. Qualified Plan			The Netherlands Retirement Plan
Accumulated benefit obligation	$	378		$	127		$	420		$	117
Projected benefit obligation		(378	)		(146	)		(420	)		(137	)
Fair value of plan assets		272			126			286			112
Funded status—underfunded	$	(106	)	$	(20	)	$	(134	)	$	(25	)

Summary of Expected Benefit Payments

The following table shows the expected cash benefit payments for the next five years and in the aggregate for the years 2019 through 2023:

	2014		2015		2016		2017		2018		2019- 2023
Retirement Plans (1)	$	32	$	31	$	30	$	30	$	30	$	150
Postretirement Healthcare Plan	$	1	$	1	$	1	$	1	$	1	$	7

(1) Includes benefit payments expected to be paid from the U.S. qualified retirement plan of $28 million, $27 million, $27 million, $26 million and $26 million in each year, 2014 through 2018, respectively, and $127 million in the aggregate for the period 2019 through 2023.

Components of Net Periodic Pension and Postretirement Healthcare Cost

The table below presents the components of net periodic cost (income) associated with the U.S. and foreign plans recognized in the Consolidated Statements of Operations for the years ended December 31, 2013 and 2012, eleven months ended December 31, 2011 and one month ended January 31, 2011:

	Retirement Plans												Postretirement Healthcare Plans
	Successor									Predecessor			Successor						Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
Net periodic cost:
Service cost	$	5		$	3		$	3		$	—		$	1	$	1	$	1	$	—
Interest cost		20			22			21			2			1		1		—		—
Expected return on plan assets		(20	)		(21	)		(20	)		(2	)		—		—		—		—
Net amortization of prior service credit		—			—			—			—			—		—		—		(1	)
Net amortization of actuarial loss		2			—			—			1			—		—		—		—
Total net periodic cost (income)	$	7		$	4		$	4		$	1		$	2	$	2	$	1	$	(1	)

Weighted Average Assumptions Used to Determine Net Periodic Cost

The following weighted average assumptions were used to determine net periodic cost:

	2013						2012						2011
	United States			Netherlands			United States			Netherlands			United States			Netherlands
Discount rate (1)		3.75	%		3.50	%		4.50	%		5.25	%		5.25	%		5.25	%
Expected return on plan assets		5.30	%		4.75	%		5.75	%		5.25	%		6.44	%		5.25	%
Rate of compensation increases		—			3.50	%		—			3.50	%		—			3.50	%

Weighted Average Assumptions Used to Determine Actual Present Value

The following weighted average assumptions were used in estimating the actuarial present value of the plans’ benefit obligations:

	2013						2012						2011
	United States			Netherlands			United States			Netherlands			United States			Netherlands
Discount rate		4.50	%		3.50	%		3.75	%		3.50	%		4.50	%		5.25	%
Rate of compensation increases		—			3.25	%		—			3.50	%		—			3.50	%

The following weighted average assumptions were used in determining the actuarial present value of the South African Postretirement Healthcare Plan:

	2013			2012			2011
Discount rate		10.14	%		9.45	%		—

Asset Categories and Associated Asset Allocations for the Company's Funded Retirement Plans

Asset categories and associated asset allocations for our funded retirement plans at December 31, 2013 and 2012:

	December 31,
	2013						2012
	Actual			Target			Actual			Target
United States:
Equity securities		38	%		38	%		38	%		38	%
Debt securities		61			62			61			62
Cash and cash equivalents		1			—			1			—
Total		100	%		100	%		100	%		100	%
Netherlands:
Equity securities		36	%		35	%		41	%		40	%
Debt securities		55			62			53			55
Cash and cash equivalents		9			3			6			5
Total		100	%		100	%		100	%		100	%

U.S. Pension [Member]

Asset Categories and Associated Asset Allocations for the Company's Funded Retirement Plans

The fair values of pension investments as of December 31, 2013 are summarized below:

	U.S. Pension
	Fair Value Measurement at December 31, 2013, 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	$	—		$	104	(1)	$	—	$	104
Debt securities
Corporate		—			3	(5)		—		3
Government		10	(4)		1	(5)		—		11
Mortgages		—			10	(5)		—		10
Commingled Fixed Income Funds		—			141	(2)		—		141
Cash & cash equivalents
Commingled Cash Equivalents Fund		—			3	(3)		—		3
Total at fair value	$	10		$	262		$	—	$	272

(1) For commingled equity funds owned by the funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(2) For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(3) For commingled cash equivalents funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(4) For government debt securities that are traded on active exchanges, fair value is based on observable quoted prices, which are Level 1 inputs.

(5) For corporate, government, and mortgage related debt securities, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

The fair values of pension investments as of December 31, 2012 are summarized below:

	U.S. Pension
	Fair Value Measurement at December 31, 2012, 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	$	—		$	110	(1)	$	—	$	110
Debt securities
Corporate		—			8	(5)		—		8
Government		11	(4)		1	(5)		—		12
Mortgages		—			16	(5)		—		16
Commingled Fixed Income Funds		—			137	(2)		—		137
Cash & cash equivalents
Commingled Cash Equivalents Fund		—			3	(3)		—		3
Total at fair value	$	11		$	275		$	—	$	286

(1) For commingled equity funds owned by the funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(2) For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(3) For commingled cash equivalents funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(4) For government debt securities that are traded on active exchanges, fair value is based on observable quoted prices, which are Level 1 inputs.

(5) For corporate, government, and mortgage related debt securities, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

Netherlands Pension [Member]

Asset Categories and Associated Asset Allocations for the Company's Funded Retirement Plans

	Netherlands Pension
	Fair Value Measurement at December 31, 2013, 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	$	—	$	48	(1)	$	—	$	48
Debt securities — Non-U.S. Pooled Funds		—		70	(2)		—		70
Cash		—		8			—		8
Total at fair value	$	—	$	126		$	—	$	126

(1) For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed as 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 therefore are deemed Level 2 inputs.

	Netherlands Pension
	Fair Value Measurement at December 31, 2012, 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	$	—	$	46	(1)	$	—	$	46
Debt securities — Non-U.S. Pooled Funds		—		60	(2)		—		60
Cash		—		6			—		6
Total at fair value	$	—	$	112		$	—	$	112

(1) For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed as 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 therefore are deemed Level 2 inputs.

XML

Accounts Receivable - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Receivables [Abstract]
Bad debt expense	$ 1	$ 1	$ 1

XML

Shareholders' Equity - Changes in Outstanding and Treasury Shares (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Predecessor [Member]
Beginning balance, shares outstanding		75,383,455
Shares issued for share-based compensation		570,785
Shares issued for warrants exercised		690,385
Shares issued for claims		25
Shares exchanged in connection with the Transaction		(76,644,650)
Ending balance, shares outstanding
Shares held as treasury:
Beginning Balance, Treasury Stock Shares Held		472,565
Shares issued for share-based compensation		239,360
Shares canceled in connection with the Transaction		(711,925)
Ending Balance, Treasury Stock Shares Held
Class A common stock [Member]
Beginning balance, shares outstanding	62,103,989
Shares issued in connection with the Transaction		76,644,650
Shares issued for share-based compensation	109,790	24,620
Shares issued for warrants exercised	84,088	9,353
Shares issued for options exercised	51,751
Shares purchased by the T-Bucks Trust		(12,626,400)
Ending balance, shares outstanding	62,349,618	62,103,989
Class A common stock [Member] | Exxaro [Member]
Class A Shares purchased by Exxaro, and converted to Class B Shares		1,400,000
Class A common stock [Member] | T-Bucks EPP [Member]
Shares purchased by the T-Bucks Trust		(548,234)
Class B common stock [Member]
Beginning balance, shares outstanding
Shares issued in connection with the Transaction		49,754,280
Ending balance, shares outstanding	51,154,280	51,154,280
Class B common stock [Member] | Exxaro [Member]
Class A Shares purchased by Exxaro, and converted to Class B Shares		1,400,000

XML

Mineral Leaseholds (Tables)

12 Months Ended

Dec. 31, 2013

Extractive Industries [Abstract]

Summary of Mineral Leaseholds

	December 31,
	2013			2012
Mineral leaseholds	$	1,388		$	1,502
Less accumulated depletion		(172	)		(63	)
Net	$	1,216		$	1,439

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Segment Information

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment Information

25. Segment Information

The reportable segments presented below represent our operating segments for which separate financial information is available and which is utilized on a regular basis by our chief operating decision maker to assess performance and to allocate resources. In identifying our reportable segments, we also considered the nature of services provided by our operating segments. We have two reportable segments, Mineral Sands and Pigment. Our Mineral Sands segment includes the exploration, mining, and beneficiation of mineral sands deposits, as well as heavy mineral production, and produces titanium feedstock, including chloride slag, slag fines, and rutile, as well as pig iron and zircon. Our Pigment segment primarily produces and markets TiO₂. Corporate and Other is comprised of our electrolytic manufacturing and marketing operations, all of which are located in the United States, as well as our corporate activities.

Segment performance is evaluated based on segment operating profit (loss), which represents the results of segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, environmental provisions, net of reimbursements, related to sites no longer in operation, interest expense, other income (expense), and income tax expense or benefit.

Net sales and income from operations by segment were as follows:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Mineral Sands segment	$	1,103		$	760		$	160		$	8
Pigment segment		1,169			1,246			1,327			89
Corporate and Other		128			128			133			14
Eliminations		(478	)		(302	)		(77	)		(3	)
Net Sales (1)	$	1,922		$	1,832		$	1,543		$	108
Mineral Sands segment	$	238		$	156		$	42		$	2
Pigment segment		(179	)		57			323			20
Corporate and Other		(70	)		(139	)		(54	)		(1	)
Eliminations		14			(49	)		(9	)		(1	)
Income from operations		3			25			302			20
Interest and debt expense		(130	)		(65	)		(30	)		(3	)
Gain on bargain purchase		—			1,055			—			—
Reorganization income		—			—			—			613
Other income (expense)		66			(7	)		(10	)		2
Income (loss) before income taxes		(61	)		1,008			262			632
Income tax benefit (provision)		(29	)		125			(20	)		(1	)
Net income (loss)	$	(90	)	$	1,133		$	242		$	631

(1) Net sales to external customers, by geographic region, based on country of production, were as follows:

	Successor						Predecessor
	Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
U.S. operations	$	793	$	843	$	793	$	60
International operations:
Australia		424		443		475		33
The Netherlands		224		248		275		15
South Africa		481		298		—		—
Total	$	1,922	$	1,832	$	1,543	$	108

During 2013, our ten largest pigment customers and our ten largest third-party mineral sands customers represented approximately 27% and 13%, respectively, of net sales; however, no single customer accounted for more than 10% of total net sales.

Depreciation, amortization and depletion by segment was as follows:

	Successor						Predecessor
	Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
Mineral Sands segment	$	234	$	125	$	—	$	—
Pigment segment		83		71		67		3
Corporate and Other		16		15		12		1
Total	$	333	$	211	$	79	$	4

Capital expenditures by segment were as follows:

	Successor						Predecessor
	Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
Mineral Sands segment	$	107	$	96	$	—	$	—
Pigment segment		49		39		117		4
Corporate and Other		16		31		16		2
Total	$	172	$	166	$	133	$	6

Total assets by segment were as follows:

	December 31,
	2013			2012
Mineral Sands segment	$	2,957		$	3,164
Pigment segment		1,559			1,680
Corporate and Other		1,227			725
Eliminations		(44	)		(58	)
Total	$	5,699		$	5,511

Property, plant and equipment, net and mineral leaseholds, net, by geographic region, were as follows:

	December 31, 2013		December 31, 2012
U.S. operations	$	203	$	196
International operations:
South Africa		1,008		1,263
Australia		1,208		1,348
The Netherlands		55		55
Total	$	2,474	$	2,862

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Inventories - Net of Allowance for Obsolete Inventories and Supplies (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Inventory Disclosure [Abstract]
Raw materials	$ 191	$ 221
Work-in-process	45	99
Finished goods	417	477
Materials and supplies, net	106	117
Total	$ 759	$ 914

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Pension and Other Postretirement Healthcare Benefits - Accumulated Benefit Obligations and Projected Benefit Obligations (Detail) (Funded Retirement Plans [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
U.S Qualified Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefit obligation	$ 378	$ 420
Projected benefit obligation	(378)	(420)
Fair value of plan assets	272	286
Funded status-underfunded	(106)	(134)
The Netherlands Retirement Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefit obligation	127	117
Projected benefit obligation	(146)	(137)
Fair value of plan assets	126	112
Funded status-underfunded	$ (20)	$ (25)

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Cash Flows Statement Data - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Statement Of Cash Flows Data [Abstract]
Amount related to financing leases in capital expenditure	$ 13

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Segment Information - Schedule of Capital Expenditures by Segment (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Capital expenditures	$ 6	$ 133	$ 172	$ 166
Successor [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Capital expenditures		133	172	166
Successor [Member] | Mineral Sands Business [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Capital expenditures			107	96
Successor [Member] | Pigment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Capital expenditures		117	49	39
Successor [Member] | Corporate And Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Capital expenditures		16	16	31
Predecessor [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Capital expenditures	6
Predecessor [Member] | Mineral Sands Business [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Capital expenditures
Predecessor [Member] | Pigment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Capital expenditures	4
Predecessor [Member] | Corporate And Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Capital expenditures	$ 2

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Income Taxes - Summary Showing Unrecognized Tax Benefits (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Balance at January 1	$ 4	$ 2
Additions for tax positions related to prior years		2
Reductions for tax positions related to prior years	(3)
Balance at December 31	$ 1	$ 4

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Debt - Short-Term Debt (Parenthetical) (Detail)	Dec. 31, 2013	Dec. 31, 2012
UBS Revolver [Member]
Short-term Debt [Line Items]
Average effective interest rate		3.90%
ABSA Revolver [Member]
Short-term Debt [Line Items]
Average effective interest rate	8.50%	8.50%

XML

Segment Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment Reporting Information

Net sales and income from operations by segment were as follows:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Mineral Sands segment	$	1,103		$	760		$	160		$	8
Pigment segment		1,169			1,246			1,327			89
Corporate and Other		128			128			133			14
Eliminations		(478	)		(302	)		(77	)		(3	)
Net Sales (1)	$	1,922		$	1,832		$	1,543		$	108
Mineral Sands segment	$	238		$	156		$	42		$	2
Pigment segment		(179	)		57			323			20
Corporate and Other		(70	)		(139	)		(54	)		(1	)
Eliminations		14			(49	)		(9	)		(1	)
Income from operations		3			25			302			20
Interest and debt expense		(130	)		(65	)		(30	)		(3	)
Gain on bargain purchase		—			1,055			—			—
Reorganization income		—			—			—			613
Other income (expense)		66			(7	)		(10	)		2
Income (loss) before income taxes		(61	)		1,008			262			632
Income tax benefit (provision)		(29	)		125			(20	)		(1	)
Net income (loss)	$	(90	)	$	1,133		$	242		$	631

Segment Reporting Information of Revenue and Property, Plant and Equipment

(1) Net sales to external customers, by geographic region, based on country of production, were as follows:

	Successor						Predecessor
	Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
U.S. operations	$	793	$	843	$	793	$	60
International operations:
Australia		424		443		475		33
The Netherlands		224		248		275		15
South Africa		481		298		—		—
Total	$	1,922	$	1,832	$	1,543	$	108

Property, plant and equipment, net and mineral leaseholds, net, by geographic region, were as follows:

	December 31, 2013		December 31, 2012
U.S. operations	$	203	$	196
International operations:
South Africa		1,008		1,263
Australia		1,208		1,348
The Netherlands		55		55
Total	$	2,474	$	2,862

Schedule of Depreciation, Amortization and Depletion by Segment

Depreciation, amortization and depletion by segment was as follows:

	Successor						Predecessor
	Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
Mineral Sands segment	$	234	$	125	$	—	$	—
Pigment segment		83		71		67		3
Corporate and Other		16		15		12		1
Total	$	333	$	211	$	79	$	4

Schedule of Capital Expenditures by Segment

Capital expenditures by segment were as follows:

	Successor						Predecessor
	Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
Mineral Sands segment	$	107	$	96	$	—	$	—
Pigment segment		49		39		117		4
Corporate and Other		16		31		16		2
Total	$	172	$	166	$	133	$	6

Schedule of Total Assets By Segment

Total assets by segment were as follows:

	December 31,
	2013			2012
Mineral Sands segment	$	2,957		$	3,164
Pigment segment		1,559			1,680
Corporate and Other		1,227			725
Eliminations		(44	)		(58	)
Total	$	5,699		$	5,511

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Noncontrolling Interest - Schedule of Reconciliation of Beginning and Ending Balances of Non-Controlling Interest (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Noncontrolling Interest [Abstract]
Beginning Balance				$ 233					$ 233
Fair value of noncontrolling interest on the Transaction Date										233
Net income (loss) attributable to noncontrolling interest	4	8	12	12	(3)	2			36	(1)
Effect of exchange rate changes									(70)	1
Ending Balance	$ 199				$ 233				$ 199	$ 233

XML

Segment Information - Schedule of Total Assets by Segments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Assets	$ 5,699	$ 5,511
Operating Segments [Member] | Mineral Sands Business [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Assets	2,957	3,164
Operating Segments [Member] | Pigment [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Assets	1,559	1,680
Operating Segments [Member] | Corporate And Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Assets	1,227	725
Eliminations [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Assets	$ (44)	$ (58)

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Fair Value Measurement - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Fair Value Measurements Of Financial Instruments [Line Items]
Environmental rehabilitation trust assets	$ 80	$ 59
Environmental Issue [Member]
Fair Value Measurements Of Financial Instruments [Line Items]
Environmental rehabilitation trust assets	$ 22	$ 20

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Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Intangible Assets Net Excluding Goodwill [Abstract]
Amortization expense related to intangible assets	$ 27	$ 25	$ 22
Amortization expense related to intangible assets in 2014	27
Amortization expense related to intangible assets in 2015	27
Amortization expense related to intangible assets in 2016	25
Amortization expense related to intangible assets in 2017	25
Amortization expense related to intangible assets in 2018	25
Amortization expense related to intangible assets thereafter	$ 171

XML

Property, Plant and Equipment - Net Property, Plant and Equipment (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment Gross	$ 1,577	$ 1,598
Less accumulated depreciation and amortization	(319)	(175)
Net	1,258	1,423
Land and land improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment Gross	79	80
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment Gross	181	194
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment Gross	1,141	1,158
Construction-in-progress [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment Gross	133	153
Other [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment Gross	$ 43	$ 13

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Accrued Liabilities - Accrued Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accrued Liabilities Current [Abstract]
Employee-related costs and benefits	$ 55	$ 45
Taxes other than income taxes	44	58
Interest	22	22
Sales rebates	18	13
Unfavorable sales contracts		64
Other	7	7
Total	$ 146	$ 209

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Accounts Receivable - Accounts Receivable, Net of Allowance for Doubtful Accounts (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 310	$ 394
Allowance for doubtful accounts	(2)	(3)
Net	308	391
Trade Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	304	371
Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 6	$ 23

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Income Taxes - Summary of Net Deferred Tax Assets and Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred tax assets:
Net operating loss and other carryforwards	$ 659	$ 664
Property, plant and equipment	293	197
Reserves for environmental remediation and restoration	28	31
Obligations for pension and other employee benefits	72	79
Investments	32	31
Grantor trusts	100	109
Inventory	9	2
Interest	226	76
Other accrued liabilities	20	50
Unrealized foreign exchange losses	3	10
Other	13	8
Total deferred tax assets	1,455	1,257
Valuation allowance associated with deferred tax assets	(982)	(753)
Net deferred tax assets	473	504
Deferred tax liabilities:
Property, plant and equipment	(288)	(386)
Intangibles	(108)	(110)
Inventory	(19)	(22)
Unrealized foreign exchange gains	(22)	(3)
Other	(8)	(5)
Total deferred tax liabilities	(445)	(526)
Net deferred tax asset (liability)	28	(22)
Balance sheet classifications:
Deferred tax assets - current	47	114
Deferred tax assets - long-term	192	91
Deferred tax liabilities - current	(7)	(5)
Deferred tax liabilities - long-term	(204)	(222)
Net deferred tax asset (liability)	$ 28	$ (22)

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Derivative Instruments

12 Months Ended

Dec. 31, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Instruments

17. Derivative Instruments

We manufacture and market our products in a number of countries throughout the world and, as a result, are exposed to changes in foreign currency exchange rates, particularly in South Africa, Australia and The Netherlands. Costs in South Africa and Australia are primarily incurred in local currencies, while the majority of revenues are in U.S. dollars. In Europe, the majority of revenues and costs are in the local currency. This leaves us exposed to movements in the South African Rand and the Australian dollar versus the U.S. dollar.

In order to manage this risk, we entered into currency forward contracts to buy and sell foreign currencies as “economic hedges” for these foreign currency transactions during 2013. Our currency forward contracts were not designated for hedge accounting treatment under ASC 815, Derivatives and Hedging, (“ASC 815”). As such, changes in the fair value were recorded in “Other income (expense)” on the Consolidated Statements of Operations. During 2013, we recorded a net gain of $2 million. At December 31, 2013 and 2012, we did not have any forward contracts in place.

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Guarantor Condensed Consolidating Financial Statements - Schedule of Guarantor Subsidiaries Condensed Consolidating Balance Sheets (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Jan. 31, 2011	Jan. 01, 2011
Assets
Cash and cash equivalents	$ 1,478	$ 716	$ 154	$ 61	$ 142
Investment in subsidiaries
Other current assets	1,175	1,457
Property, plant and equipment, net	1,258	1,423
Mineral leaseholds, net	1,216	1,439
Other long-term assets	572	476
Total Assets	5,699	5,511
Liabilities and Equity
Current liabilities	363	467
Long-term debt	2,395	1,605
Other long-term liabilities	504	557
Total Liabilities	3,262	2,629
Total Equity	2,238	2,649
Total Liabilities and Equity	5,699	5,511
Consolidation, Eliminations [Member]
Assets
Cash and cash equivalents
Investment in subsidiaries	(952)	(1,595)
Other current assets	(9,645)	(8,298)
Property, plant and equipment, net
Mineral leaseholds, net
Other long-term assets
Total Assets	(10,597)	(9,893)
Liabilities and Equity
Current liabilities	(2,333)	(1,023)
Long-term debt	(7,268)	(7,223)
Other long-term liabilities
Total Liabilities	(9,601)	(8,246)
Total Equity	(996)	(1,647)
Total Liabilities and Equity	(10,597)	(9,893)
Parent Company [Member]
Assets
Cash and cash equivalents	179	533
Investment in subsidiaries	(1,095)	(622)
Other current assets	6,599	6,047
Property, plant and equipment, net
Mineral leaseholds, net
Other long-term assets	88	(3)
Total Assets	5,771	5,955
Liabilities and Equity
Current liabilities	658	560
Long-term debt	825	882
Other long-term liabilities
Total Liabilities	1,483	1,442
Total Equity	4,288	4,513
Total Liabilities and Equity	5,771	5,955
Guarantor Subsidiaries [Member]
Assets
Cash and cash equivalents	1,094	85	104	52	117
Investment in subsidiaries	1,590	1,760
Other current assets	2,125	2,178
Property, plant and equipment, net	710	748
Mineral leaseholds, net	701	796
Other long-term assets	376	398
Total Assets	6,596	5,965
Liabilities and Equity
Current liabilities	1,801	574
Long-term debt	7,272	7,188
Other long-term liabilities	236	249
Total Liabilities	9,309	8,011
Total Equity	(2,713)	(2,046)
Total Liabilities and Equity	6,596	5,965
Non-Guarantor Subsidiaries [Member]
Assets
Cash and cash equivalents	205	98	50	9	25
Investment in subsidiaries	457	457
Other current assets	2,096	1,530
Property, plant and equipment, net	548	675
Mineral leaseholds, net	515	643
Other long-term assets	108	81
Total Assets	3,929	3,484
Liabilities and Equity
Current liabilities	237	356
Long-term debt	1,566	758
Other long-term liabilities	268	308
Total Liabilities	2,071	1,422
Total Equity	1,858	2,062
Total Liabilities and Equity	$ 3,929	$ 3,484

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Asset Retirement Obligations (Tables)

12 Months Ended

Dec. 31, 2013

Asset Retirement Obligation Disclosure [Abstract]

Summary of Changes in AROs

A summary of the changes in AROs during 2013 and 2012 is as follows:

	Year Ended December 31,
	2013			2012
Beginning balance	$	113		$	30
Additions		—			7
Accretion expense		2			5
Remeasurement/translation		(16	)		7
Changes in estimates, including cost and timing of cash flows		(1	)		4
Settlements/payments		(2	)		(1	)
AROs acquired in the Transaction		—			61
Ending balance	$	96		$	113
Current portion included in accrued liabilities	$	6		$	7
Noncurrent portion	$	90		$	106

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings (Loss) Per Share

The computation of basic and diluted earnings (loss) per share for the periods indicated is as follows:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Numerator – Basic and Diluted:
Net Income (loss)	$	(90	)	$	1,133		$	242		$	631
Net income (loss) attributable to noncontrolling interest		36			(1	)		—			—
Net Income (Loss) attributable to Tronox Limited		(126	)		1,134			242			631
Less: Dividends paid (2)		—			(61	)		—			—
Undistributed earnings (loss)		(126	)		1,073			242			631
Percentage allocated to ordinary shares		100	%		99.3	%		100	%		100	%
Undistributed earnings (loss) allocated to ordinary shares		(126	)		1,065			242			631
Add: Dividends paid allocated to ordinary shares (2)		—			60			—			—
Earnings (loss) available to ordinary shares	$	(126	)	$	1,125		$	242		$	631
Denominator – Basic:
Weighted-average ordinary shares (in thousands)		113,416			98,985			74,905			41,311
Add: Effect of Dilutive Securities:
Restricted stock		—			49			275			88
Warrants		—			2,372			2,895			—
Options		—			—			20			—
Denominator – Dilutive		113,416			101,406			78,095			41,399
Earnings (Loss) per Ordinary Share (1):
Basic earnings (loss) per ordinary share	$	(1.11	)	$	11.37		$	3.22		$	15.28
Diluted earnings (loss) per ordinary share	$	(1.11	)	$	11.10		$	3.10		$	15.25

(1) Earnings (loss) per ordinary share amounts were calculated from exact, not rounded income (loss) and share information.

(2) 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 2013, the two class method does not have an effect on basic loss per share, and as such, dividends paid during the year were not included for purposes of this calculation.

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Earnings Per Share - Additional Information (Detail) (USD $)	1 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Class of Warrant or Right [Line Items]
Number of stock options that were anti-dilutive		2,094,771	612,439
Average exercise price of stock options that were anti-dilutive		$ 20.63	$ 24.81
Restricted Stock [Member]
Class of Warrant or Right [Line Items]
Number of stock options that were anti-dilutive	1,152,408	303,324	18,990
Average exercise price of stock options that were anti-dilutive	$ 9.54	$ 21.08	$ 21.10
Series A Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants		357,300
Exercise Price		$ 59.66
Class B Warrant [Member]
Class of Warrant or Right [Line Items]
Warrants		465,136
Exercise Price		$ 65.84

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Debt - Co-generation Unit Financing Arrangement - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended					12 Months Ended
	Dec. 31, 2013	Dec. 31, 2013 Co-generation Unit Financing Arrangement [Member]	Dec. 31, 2012 Co-generation Unit Financing Arrangement [Member]	Dec. 31, 2013 Tiwest Joint Venture [Member]	Jun. 15, 2012 Tiwest Joint Venture [Member]	Dec. 31, 2013 Exxaro [Member]
Line of Credit Facility [Line Items]
Additional debt amount				$ 8		$ 6
Investment in joint venture operation					100.00%	50.00%
Interest accrual rate	6.50%
Principal Repayment	$ 8	$ 3	$ 2

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Quarterly Results of Operations (Unaudited)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Quarterly Results of Operations (Unaudited)

29. Quarterly Results of Operations (Unaudited)

The following represents our unaudited quarterly results for the year ended December 31, 2013. These quarterly results were prepared in conformity with generally accepted accounting principles and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results.

	January 1 – March 31			April 1 – June 30			July 1 - September 30			October 1 - December 31
Net sales	$	470		$	525		$	491		$	436
Cost of goods sold		438			475			437			382
Gross Profit		32			50			54			54
Net income (loss)		(45	)		(1	)	$	(41	)	$	(3	)
Net income (loss) attributable to noncontrolling interest		12			12			8			4
Net Income (Loss) attributable to Tronox Limited	$	(57	)	$	(13	)	$	(49	)	$	(7	)
Net income (loss) per share:
Basic	$	(0.50	)	$	(0.11	)	$	(0.43	)	$	(0.06	)
Diluted	$	(0.50	)	$	(0.11	)	$	(0.43	)	$	(0.06	)

The following represents our unaudited quarterly results for the year ended December 31, 2012. These quarterly results were prepared in conformity with generally accepted accounting principles and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results. Subsequent to the Transaction, we adjusted the initial valuation, and recorded these adjustments retroactive to the second quarter. As such, the quarterly results of operations for the second and third quarter have been revised.

	January 1 – March 31		April 1 – June 30		July 1 - September 30			October 1 - December 31
Net sales	$	434	$	429	$	487		$	482
Cost of goods sold		277		304		444			543
Gross Profit		157		125		43			(61	)
Net income (loss)	$	86	$	1,144	$	(1	)	$	(96	)
Net income (loss) attributable to noncontrolling interest		—		—		2			(3	)
Net Income (Loss) attributable to Tronox Limited	$	86	$	1,144	$	(3	)	$	(93	)
Net income (loss) per share:
Basic	$	1.14	$	13.46	$	(0.03	)	$	(0.82	)
Diluted	$	1.10	$	13.00	$	(0.03	)	$	(0.82	)

The sum of the quarterly per share amounts may not equal the annual per share amounts due to relative changes in the weighted average number of shares used to calculate net income (loss) per share.

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Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Changes in Outstanding and Treasury Shares

The changes in outstanding Class A Shares and Class B Shares for the years ended December 31, 2013 and 2012 were as follows:

Class A Shares:
Balance at January 1, 2012	—
Shares issued in connection with the Transaction	76,644,650
Shares issued for share-based compensation	24,620
Shares issued for warrants exercised	9,353
Shares purchased by the T-Bucks Trust	(548,234	)
Class A Shares purchased by Exxaro, converted to Class B Shares	(1,400,000	)
Shares repurchased and canceled	(12,626,400	)
Balance at December 31, 2012	62,103,989
Shares issued for share-based compensation	109,790
Shares issued for warrants exercised	84,088
Shares issued for options exercised	51,751
Balance at December 31, 2013	62,349,618
Class B Shares:
Balance at January 1, 2012	—
Shares issued in connection with the Transaction	49,754,280
Class A Shares purchased by Exxaro, converted to Class B Shares	1,400,000
Balance at December 31, 2012	51,154,280
Balance at December 31, 2013	51,154,280

The changes in outstanding and treasury shares for the year ended December 31, 2012 were as follows:

Shares outstanding:
Balance at January 1, 2012	75,383,455
Shares issued for share-based compensation	570,785
Shares issued for warrants exercised	690,385
Shares issued for claims	25
Shares exchanged in connection with the Transaction	(76,644,650	)
Balance at December 31, 2012	—
Shares held as treasury:
Balance at January 1, 2012	472,565
Shares issued for share-based compensation	239,360
Shares canceled in connection with the Transaction	(711,925	)
Balance at December 31, 2012	—

Schedule of Dividends Declared and Paid

During 2013 and 2012, we declared and paid quarterly dividends to holders of our Class A Shares and Class B Shares as follows:

	Q3 2012		Q4 2012		Q1 2013		Q2 2013		Q3 2013		Q4 2013
Dividend per share	$	0.25	$	0.25	$	0.25	$	0.25	$	0.25	$	0.25
Total dividend	$	32	$	29	$	29	$	28	$	29	$	29
Record date (close of business)		July 13		November 23		March 6		May 20		August 19		November 18

Changes in Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss were as follows:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011 (1)
Foreign currency translation:
Beginning balance	$	4		$	(6	)	$	—		$	(122	)
Changes in accumulated foreign currency translation		(195	)		10			(6	)		1
Liquidation of non-operating subsidiaries (recognized in the consolidated statements of operations)		(24	)		—			—			—
Elimination in accordance with fresh-start accounting		—			—			—			121
Ending balance		(215	)		4			(6	)		—
Pension and postretirement benefit plans:
Beginning balance		(99	)		(51	)		—			113
Actuarial gain (loss) and prior service credit, net of amortization and taxes		30			(48	)		(51	)		(1	)
Elimination in accordance with fresh-start accounting		—			—			—			(112	)
Ending balance		(69	)		(99	)		(51	)		—
Accumulated other comprehensive loss attributable to Tronox Limited		(284	)		(95	)		(57	)		—
Accumulated other comprehensive income (loss) attributable to noncontrolling interest		(70	)	$	1			—			—
Accumulated other comprehensive loss	$	(354	)	$	(94	)	$	(57	)	$	—

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Income Taxes - Details Income (Loss) Before Income Taxes (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Schedule Of Income Taxes [Line Items]
Income (Loss) before Income Taxes	$ 632	$ 262	$ (61)	$ 1,008
Successor [Member]
Schedule Of Income Taxes [Line Items]
Income (Loss) before Income Taxes		262	(61)	1,008
Successor [Member] | Australia [Member]
Schedule Of Income Taxes [Line Items]
Income (Loss) before Income Taxes		70	(185)	1,019
Successor [Member] | United States [Member]
Schedule Of Income Taxes [Line Items]
Income (Loss) before Income Taxes		120	(285)	10
Successor [Member] | Other [Member]
Schedule Of Income Taxes [Line Items]
Income (Loss) before Income Taxes		72	409	(21)
Predecessor [Member]
Schedule Of Income Taxes [Line Items]
Income (Loss) before Income Taxes	632
Predecessor [Member] | Australia [Member]
Schedule Of Income Taxes [Line Items]
Income (Loss) before Income Taxes	107
Predecessor [Member] | United States [Member]
Schedule Of Income Taxes [Line Items]
Income (Loss) before Income Taxes	497
Predecessor [Member] | Other [Member]
Schedule Of Income Taxes [Line Items]
Income (Loss) before Income Taxes	$ 28

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Share-Based Compensation - Additional Information (Detail) In Millions, except Share data, unless otherwise specified	12 Months Ended																					12 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2013 Restricted Stock Units (RSUs) [Member]	Dec. 31, 2012 Restricted Stock Units (RSUs) [Member]	Dec. 31, 2013 Director [Member] Restricted Stock Units (RSUs) [Member]	Dec. 31, 2013 Tronox Incorporated Management Equity Incentive Plan [Member] Restricted Stock [Member]	Dec. 31, 2013 Class A common stock [Member]	Dec. 31, 2012 Class A common stock [Member]	Dec. 31, 2013 Tronox Limited [Member] Options exercised [Member] USD ($)	Dec. 31, 2012 Tronox Limited [Member] T-Bucks EPP [Member] USD ($)	Dec. 31, 2012 Tronox Limited [Member] T-Bucks EPP [Member] ZAR	Dec. 31, 2013 Tronox Limited [Member] Restricted Stock [Member] USD ($)	Dec. 31, 2012 Tronox Limited [Member] Restricted Stock [Member] USD ($)	Dec. 31, 2013 Tronox Limited [Member] Restricted Stock Units (RSUs) [Member] USD ($)	Dec. 31, 2012 Tronox Limited [Member] Restricted Stock Units (RSUs) [Member]	Dec. 31, 2013 Tronox Limited [Member] Maximum [Member] Options exercised [Member] USD ($)	Dec. 31, 2013 Tronox Limited [Member] Employees [Member] Restricted Stock [Member]	Dec. 31, 2012 Tronox Limited [Member] Employees [Member] Restricted Stock [Member]	Dec. 31, 2013 Tronox Limited [Member] Director [Member] Restricted Stock [Member]	Dec. 31, 2012 Tronox Limited [Member] Director [Member] Restricted Stock [Member]	Dec. 31, 2013 Tronox Limited [Member] Class A common stock [Member]	Dec. 31, 2012 Tronox Limited [Member] Class A common stock [Member] T-Bucks EPP [Member] USD ($)	Dec. 31, 2013 Tronox Limited [Member] Class A common stock [Member] T-Bucks EPP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Income tax expense associated with compensation expense	$ 2	$ 6
Number of shares, awards granted																					12,781,225
Number of restricted stock granted			269,037	18,990	26,618							524,372	357,505	295,655	18,990		479,258	322,765	45,114	34,740
Vesting period for restricted shares												3 years	3 years
Unrecognized compensation expense									10			12		3
Recognition of unrecognized compensation expense, weighted average period												2 years		2 years
Restricted stock vested												2	1	1
Weighted average period recognized			3 years		3 years				2 years
Intrinsic value of options exercised																1
Cash received from exercise of stock options									1
Associated tax benefit for exercise of stock options																1
Amount funded to the trust										$ 15	124
Shares outstanding																						548,234	548,234
Shares purchased							109,790	24,620														548,234
Share purchased, Price per share being fair value																						$ 25.79
Shares granted under Management incentive plan						1,200,000
Number of restricted stock vested						748,980
Period of graded vesting provisions		3 years

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The Company - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2013 Operations Facility
Number of TiO2 operation facilities	3
Number of mining operations	3
Exxaro [Member]
Acquisition mineral sands operations	74.00%
Retained ownership interest of Exxaro and its subsidiaries	45.00%
Percentage of Tronox Limited's voting securities	44.40%
Period of transaction agreement	3 years
Tiwest Joint Venture [Member]
Percentage of outstanding voting securities of Tronox Limited	50.00%

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Gross Cost and Accumulated Amortization of Intangible Assets

	December 31, 2013							December 31, 2012
	Gross Cost		Accumulated Amortization			Net Carrying Amount		Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	294	$	(59	)	$	235	$	294	$	(39	)	$	255
TiO2 technology		32		(5	)		27		32		(3	)		29
Internal-use software		40		(6	)		34		38		(2	)		36
Other		9		(5	)		4		9		(3	)		6
Total	$	375	$	(75	)	$	300	$	373	$	(47	)	$	326

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The Company

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

The Company

1. The Company

Tronox Limited and its subsidiaries (collectively referred to as “Tronox,” “we,” “us,” or “our”) is a public limited company registered under the laws of the State of Western Australia, Australia. We are a global leader in the production and marketing of titanium bearing mineral sands and titanium dioxide pigment (“TiO₂”). We have global operations in North America, Europe, South Africa and Australia. We operate three TiO₂ facilities at the following locations: Hamilton, Mississippi, Botlek, The Netherlands, and Kwinana, Western Australia, and we operate three separate mining operations: KwaZulu-Natal (“KZN”) Sands and Namakwa Sands both located in South Africa, and Cooljarloo located in Western Australia.

Tronox Limited was formed on September 21, 2011 for the purpose of the Transaction (defined below). Prior to the completion of the Transaction, Tronox Limited was wholly-owned by Tronox Incorporated, and had no operating assets or operations. On September 25, 2011, Tronox Incorporated, a Delaware corporation formed on May 17, 2005 (“Tronox Incorporated”), entered into a definitive agreement (as amended, the “Transaction Agreement”) with Exxaro Resources Limited (“Exxaro”) and certain of its affiliated companies, to acquire 74% of Exxaro’s mineral sands operations, along with its 50% share of the Tiwest Joint Venture (the “Transaction”). On June 15, 2012, the date of the Transaction (the “Transaction Date”), the existing business of Tronox Incorporated was combined with the mineral sands business in an integrated series of transactions whereby Tronox Limited became the parent company in a tax inversion transaction.

Under the terms of the Transaction Agreement, Exxaro agreed that for a three-year period after the completion of the Transaction, it would not engage in any transaction or other action, that would result in its beneficial ownership of the voting shares of Tronox Limited exceeding 45% of the total issued shares of Tronox Limited. At December 31, 2013, Exxaro held approximately 44.4% of the voting securities of Tronox Limited.

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Guarantor Condensed Consolidating Financial Statements - Schedule of Guarantor Subsidiaries Condensed Consolidating Statements of Operations (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended								11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Condensed Financial Statements, Captions [Line Items]
Net Sales	$ 108	$ 436	$ 491	$ 525	$ 470	$ 482	$ 487	$ 429	$ 434	$ 1,543	$ 1,922	$ 1,832
Cost of goods sold	83	(382)	(437)	(475)	(438)	(543)	(444)	(304)	(277)	1,104	1,732	1,568
Gross Profit	25	54	54	50	32	(61)	43	125	157	439	190	264
Selling, general and administrative expenses	(5)									(152)	(187)	(239)
Litigation/arbitration settlement										10
Environmental remediation and restoration reimbursements, net										5
Income (Loss) from Operations	20									302	3	25
Interest and debt expense	(3)									(30)	(130)	(65)
Other income (expense)	615									(10)	66	(7)
Gain on bargain purchase												1,055
Equity in earnings of subsidiary
Income (Loss) before Income Taxes	632									262	(61)	1,008
Income tax benefit (provision)	(1)									(20)	(29)	125
Net income (loss)	631	(3)	(41)	(1)	(45)	(96)	(1)	1,144	86	242	(90)	1,133
Income loss attributable to noncontrolling interest		4	8	12	12	(3)	2				36	(1)
Net Income (Loss) attributable to Tronox Limited	631	(7)	(49)	(13)	(57)	(93)	(3)	1,144	86	242	(126)	1,134
Consolidation, Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net Sales	(23)									9	(330)	(153)
Cost of goods sold	(22)									22	(337)	(104)
Gross Profit	(1)									(13)	7	(49)
Selling, general and administrative expenses	1									3	4	4
Litigation/arbitration settlement
Environmental remediation and restoration reimbursements, net
Income (Loss) from Operations										(10)	11	(45)
Interest and debt expense
Other income (expense)	2									31	(43)	432
Gain on bargain purchase
Equity in earnings of subsidiary	(63)									(72)	473	1,142
Income (Loss) before Income Taxes	(61)									(51)	441	1,529
Income tax benefit (provision)
Net income (loss)	(61)									(51)	441	1,529
Income loss attributable to noncontrolling interest
Net Income (Loss) attributable to Tronox Limited	(61)									(51)	441	1,529
Parent Company [Member]
Condensed Financial Statements, Captions [Line Items]
Net Sales
Cost of goods sold
Gross Profit
Selling, general and administrative expenses											(34)	(98)
Litigation/arbitration settlement
Environmental remediation and restoration reimbursements, net
Income (Loss) from Operations											(34)	(98)
Interest and debt expense											547	297
Other income (expense)											1	(95)
Gain on bargain purchase												1,055
Equity in earnings of subsidiary											(473)	(1,144)
Income (Loss) before Income Taxes											41	15
Income tax benefit (provision)											(166)	(60)
Net income (loss)											(125)	(45)
Income loss attributable to noncontrolling interest
Net Income (Loss) attributable to Tronox Limited											(125)	(45)
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net Sales	111									1,207	1,297	1,340
Cost of goods sold	89									856	1,242	1,057
Gross Profit	22									351	55	283
Selling, general and administrative expenses	(5)									(142)	(113)	(115)
Litigation/arbitration settlement										10
Environmental remediation and restoration reimbursements, net										5
Income (Loss) from Operations	17									224	(58)	168
Interest and debt expense	(3)									(20)	(644)	(356)
Other income (expense)	550									(35)	(14)	(337)
Gain on bargain purchase
Equity in earnings of subsidiary	63									72		2
Income (Loss) before Income Taxes	627									241	(716)	(523)
Income tax benefit (provision)	(1)									6	168	139
Net income (loss)	626									247	(548)	(384)
Income loss attributable to noncontrolling interest											36	(1)
Net Income (Loss) attributable to Tronox Limited	626									247	(584)	(383)
Non-Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net Sales	20									327	955	645
Cost of goods sold	16									226	827	615
Gross Profit	4									101	128	30
Selling, general and administrative expenses	(1)									(13)	(44)	(30)
Litigation/arbitration settlement
Environmental remediation and restoration reimbursements, net
Income (Loss) from Operations	3									88	84
Interest and debt expense										(10)	(33)	(6)
Other income (expense)	63									(6)	122	(7)
Gain on bargain purchase
Equity in earnings of subsidiary
Income (Loss) before Income Taxes	66									72	173	(13)
Income tax benefit (provision)										(26)	(31)	46
Net income (loss)	66									46	142	33
Income loss attributable to noncontrolling interest
Net Income (Loss) attributable to Tronox Limited	$ 66									$ 46	$ 142	$ 33

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Pension and Other Postretirement Healthcare Benefits - Summary of Benefit Obligations and Plan Assets Associated with Benefit Plans (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Classification of amounts recognized in the Consolidated Balance Sheets:
Total liabilities	$ (363)	$ (467)
Accumulated other comprehensive loss	284	95
Total	(3,262)	(2,629)
Retirement Plans [Member]
Classification of amounts recognized in the Consolidated Balance Sheets:
Pension and postretirement healthcare benefits	(126)	(159)
Total liabilities	(126)	(159)
Accumulated other comprehensive loss	60	94
Total	(66)	(65)
Retirement Plans [Member] | Change in benefit obligations [Member]
Change in benefit obligations:
Benefit obligation, beginning of year	557	483
Service cost	5	3
Interest cost	20	22
Net actuarial (gains) losses	(31)	78
Foreign currency rate changes	6	2
Contributions by plan participants	1	1
Plan amendments	(4)
Benefits paid	(27)	(29)
Administrative expenses	(3)	(3)
Benefit obligation, end of year	524	557
Change in plan assets:
Participant contributions	1	1
Benefits paid	(27)	(29)
Administrative expenses	(3)	(3)
Retirement Plans [Member] | Change in plan assets [Member]
Change in benefit obligations:
Contributions by plan participants	1	1
Benefits paid	(27)	(29)
Administrative expenses	(3)	(3)
Change in plan assets:
Fair value of plan assets, beginning of year	398	350
Actual return on plan assets	19	47
Employer contributions	5	30
Participant contributions	1	1
Foreign currency rate changes	5	2
Benefits paid	(27)	(29)
Administrative expenses	(3)	(3)
Fair value of plan assets, end of year	398	398
Net over (under) funded status of plans	(126)	(159)
Postretirement Healthcare Plans [Member]
Classification of amounts recognized in the Consolidated Balance Sheets:
Accrued liabilities	(1)	(2)
Pension and postretirement healthcare benefits	(22)	(17)
Total liabilities	(23)	(19)
Accumulated other comprehensive loss	9	6
Total	(14)	(13)
Postretirement Healthcare Plans [Member] | Change in benefit obligations [Member]
Change in benefit obligations:
Benefit obligation, beginning of year	19	9
Service cost	1	1
Interest cost	1	1
Net actuarial (gains) losses	4	2
Foreign currency rate changes	(1)
Contributions by plan participants		1
Acquired in the Transaction		7
Benefits paid	(1)	(2)
Benefit obligation, end of year	23	19
Change in plan assets:
Participant contributions		1
Benefits paid	(1)	(2)
Postretirement Healthcare Plans [Member] | Change in plan assets [Member]
Change in benefit obligations:
Contributions by plan participants		1
Benefits paid	(1)	(2)
Change in plan assets:
Employer contributions	1	1
Participant contributions		1
Benefits paid	(1)	(2)
Net over (under) funded status of plans	$ (23)	$ (19)

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Basis of Presentation - Additional Information (Detail)	0 Months Ended
	Jun. 26, 2012	Jun. 15, 2012 Tiwest Joint Venture [Member]
Basis Of Presentation [Line Items]
Investment in joint venture operation		100.00%
Description about ratio split	The Board of Directors of Tronox Limited (the "Board") approved a 5-to-1 share split for holders of Class A ordinary shares ("Class A Shares") and Class B ordinary shares ("Class B Shares") at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue.
Stock split ratio	5

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Related Party Transactions - Additional Information (Detail) (USD $) In Millions, unless otherwise specified		12 Months Ended
	Dec. 31, 2013 Tiwest Joint Venture [Member]	Dec. 31, 2012 Tronox Incorporated [Member]	Dec. 31, 2011 Tronox Incorporated [Member]	Dec. 31, 2013 Exxaro [Member]	Dec. 31, 2012 Exxaro [Member]
Related Party Transaction [Line Items]
Percentage of holding	50.00%
Payments made for purchase of raw materials		$ 173	$ 360	$ 5	$ 7
Reimbursement of payments made for administrative services		$ 9	$ 8

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Acquisition of the Mineral Sands Business - Calculation of Total Purchase Price and Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed from Exxaro (Detail) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2013 Valuation [Member]	Dec. 31, 2013 Class B common stock [Member] Valuation [Member]
Business Acquisition [Line Items]
Number of Class B Shares			9,950,856
Fair value of Class B Shares on the Transaction Date		$ 138
Fair value of equity issued		$ 1,370
Cash paid		1
Noncontrolling interest		233
Total		1,604
Current Assets:
Cash and cash equivalents		115
Accounts receivable, net of allowance for doubtful accounts		196
Inventories		553
Prepaid and other assets		20
Total Current Assets		884
Noncurrent Assets:
Property, plant and equipment, net		880
Mineral leaseholds, net		1,457
Intangibles, net		12
Long-term deferred tax asset		30
Other long-term assets, net		19
Total Assets		3,282
Current Liabilities:
Accounts payable		110
Accrued liabilities		25
Unfavorable contracts		85
Short-term debt		75
Deferred tax liabilities		14
Income taxes payable		2
Total Current Liabilities		311
Noncurrent Liabilities:
Long-term debt		19
Long-term deferred tax liability		209
Asset retirement obligations		57
Other long-term liabilities		27
Total Liabilities		623
Net Assets		2,659
Gain on bargain purchase	$ 1,055	$ 1,055

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Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2013

Receivables [Abstract]

Accounts Receivable, Net of Allowance for Doubtful Accounts

	December 31,
	2013			2012
Trade receivables	$	304		$	371
Other		6			23
Gross		310			394
Allowance for doubtful accounts		(2	)		(3	)
Net	$	308		$	391

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Share-based Compensation

12 Months Ended

Dec. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share-based Compensation

21. Share-based Compensation

Compensation expense consisted of the following:

	Successor						Predecessor
	Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011 (1)
Restricted shares and restricted share units	$	10	$	29	$	14	$	—
Options		5		2		—		—
T-Bucks EPP		2		1		—		—
Total compensation expense	$	17	$	32	$	14	$	—

The income tax benefits associated with compensation expense for 2013 and 2012 were $2 million and $6 million, respectively, net of valuation allowances. The tax benefit associated with compensation expense during 2011 had a corresponding offset to the valuation allowance, yielding no overall income tax benefit.

Tronox Limited Management Equity Incentive Plan

On the Transaction Date, we adopted the Tronox Limited Management Equity Incentive Plan (the “Tronox Limited MEIP”), which permits the grant of awards that are comprised of incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards, and other share-based awards, cash payments, and other forms as the compensation committee of the Board in its discretion deems appropriate, including any combination of the above. Subject to further adjustment, the maximum number of shares which may be the subject of awards (inclusive of incentive options) is 12,781,225 Class A Shares.

Restricted Shares

During 2013 and 2012, we granted 479,258 and 322,765 restricted shares, respectively, to employees, which have both time requirements and performance requirements. The time provisions are graded vesting over 3 years, while the performance provisions are cliff vesting and have a variable payout at the end of 3 years. During 2013 and 2012, we granted 45,114 and 34,740 restricted shares, respectively, with three-year graded vesting to members of the Board. All restricted share awards issued during 2013 are classified as equity awards, and are accounted for using the fair value established at the grant date.

The following table presents a summary of activity for the years ended December 31, 2013 and 2012:

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding, January 1, 2012		—		$	—
Converted in connection with the Transaction		420,765			16.99
Granted		357,505			25.18
Vested		(24,620	)		20.87
Forfeited		(11,575	)		29.32
Outstanding, December 31, 2012		742,075			20.61
Granted		524,372			21.18
Vested		(100,540	)		22.91
Forfeited		(17,112	)		24.24
Outstanding, December 31, 2013		1,148,795		$	20.61
Expected to vest, December 31, 2013		1,135,905		$	20.60

At December 31, 2013, there was $12 million in unrecognized compensation expense related to nonvested restricted shares, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of 2 years. The total fair value of restricted shares that vested during the years ended December 31, 2013 and 2012 was $2 million and $1 million, respectively.

Restricted Share Units (“RSUs”)

During 2013 and 2012, we granted 269,037 and 18,990 RSUs, respectively, to employees, which have both time requirements and performance requirements. The time provisions are graded vesting over a period of 3 years, while the performance provisions are cliff vesting and have a variable payout at the end of 3 years. During 2013, we granted 26,618 RSUs with 3-year graded vesting to members of the Board. All RSUs issued during 2013 are classified as equity awards, and are accounted for using the fair value established at the grant date.

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding, January 1, 2012		—		$	—
Granted		18,990			21.10
Outstanding, December 31, 2012		18,990			21.10
Granted		295,655			21.06
Vested		(7,775	)		20.43
Forfeited		(3,546	)		21.36
Outstanding at December 31, 2013		303,324		$	21.08
Expected to vest, December 31, 2013		294,542		$	21.07

At December 31, 2013, there was $3 million unrecognized compensation expense related to nonvested RSUs, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of 2 years. The total fair value of RSUs that vested during the year ended December 31, 2013 was less than $1 million.

Options

During 2013 and 2012, we granted options to employees to purchase Class A Shares, which vest ratably over a three-year period and have a ten-year term. The following table presents a summary of activity for the years ended December 31, 2013 and 2012:

	Number of Options			Weighted Average Exercise Price		Weighted Average Contractual Life (years)		Intrinsic Value
Outstanding, January 1, 2012		—		$	—
Converted in connection with the Transaction		517,330			24.56
Issued		247,904			23.83
Forfeited		(152,795	)		22.39
Outstanding, December 31, 2012		612,439			24.81
Issued		1,590,438			19.17
Exercised		(51,751	)		21.90
Forfeited		(22,861	)		20.54
Expired		(33,494	)		25.65
Outstanding, December 31, 2013		2,094,771		$	20.63		8.97	$	7
Expected to vest, December 31, 2013		1,822,535		$	20.19		9.05	$	6
Exercisable, December 31, 2013		226,822		$	24.32		8.27	$	—

The aggregate intrinsic values in the table represent the total pre-tax intrinsic value (the difference between our share price at December 31, 2013 and the options’ exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at the end of the year. The amount will change based on the fair market value of our stock. Total intrinsic value of options exercised during 2013 was less than $1 million. We issue new shares upon the exercise of options. During 2013, we received approximately $1 million in cash for the exercise of stock options. The associated tax benefit was less than $1 million.

At December 31, 2013, unrecognized compensation expense related to options, adjusted for estimated forfeitures, was $10 million, which is expected to be recognized over a weighted-average period of 2 years.

Fair value is determined on the grant date using the Black-Scholes option-pricing model, and is recognized in earnings on a straight-line basis over the employee service period of three years, which is the vesting period. The assumptions used in the Black-Scholes option-pricing model were as follows:

	February 25, 2013			March 11, 2013			September 3, 2013
Number of options granted		1,544,872			8,238			37,328
Fair market value and exercise price	$	19.09		$	21.49		$	21.94
Risk-free interest rate		1.04	%		1.19	%		2.10	%
Expected dividend yield		5.24	%		4.65	%		4.56	%
Expected volatility		56	%		56	%		56	%
Maturity		10			10			10
Expected term (years)		6			6			6
Per-unit fair value of options granted	$	6.28		$	7.48		$	7.92

The fair value is based on the closing price of our Class A Shares on the grant date. The risk-free interest rate is based on U.S. Treasury Strips available with maturity period consistent with expected life assumption. The expected volatility assumption is based on historical price movements of our peer group.

T-Bucks Employee Participation Plan (“T-Bucks EPP”)

During 2012, we established the T-Bucks EPP for the benefit of certain qualifying employees of our South African subsidiaries. We funded the T-Bucks Trust (the “Trust”) with R124 million (approximately $15 million), which was used to acquire Class A Shares. Additional contributions may be made in the future at the discretion of the Board. The T-Bucks EPP is classified as an equity-settled shared-based payment plan, whereby participants were awarded share units in the Trust, which entitles them to receive Class A Shares upon completion of the vesting period on May 31, 2017. Participants are entitled to receive dividends on the shares during the vesting period. Forfeited shares are retained by the Trust, and are allocated to future participants. Compensation costs are recognized over the vesting period using the straight-line method. During 2012, the Trust purchased 548,234 Class A Shares at $25.79 per share, which was the fair value on the date of purchase. The balance at both December 31, 2013 and 2012 was 548,234 shares.

Tronox Incorporated Management Equity Incentive Plan

In connection with its emergence from bankruptcy, Tronox Incorporated adopted the Tronox Incorporated Management Equity Incentive Plan (the “Tronox Incorporated MEIP”), which permitted the grant of awards that were comprised of incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards, and other share-based awards and cash payments. The number of shares available for delivery pursuant to the awards granted under the Tronox Incorporated MEIP was 1.2 million shares. On the Transaction Date, 748,980 restricted shares of Tronox Incorporated vested in connection with the Transaction. The remaining restricted shares of Tronox Incorporated were converted to Tronox Limited restricted shares.

Restricted Shares

During 2012, Tronox Incorporated granted shares to employees with graded vesting provisions over a 3-year time period. All restricted share awards issued during 2012 were classified as equity awards and accounted for using the fair value established at the grant date. All Tronox Incorporated shares granted in 2012 that did not vest with the Transaction were converted into the Tronox Limited MEIP on the date of the Transaction.

The following table summarizes restricted shares activity during the years ended December 31, 2012 and 2011:

	Number of Shares			Weighted Average Grant Date Fair Value
Balance, January 1, 2011		—		$	—
Granted		1,734,090			22.81
Vested		(545,675	)		24.50
Forfeited		(10,420	)		24.50
Balance, December 31, 2011		1,177,995			22.01
Granted		52,915			24.36
Vested		(61,165	)		24.50
Earned in connection with the Transaction		(748,980	)		24.57
Converted in connection with the Transaction		(420,765	)		16.99
Balance, December 31, 2012		—		$	—

Options

During 2012, Tronox Incorporated granted options to employees to purchase Class A Shares with graded vesting provisions over a 3 year time period and carrying a ten year term option. Fair value was determined on the grant date using the Black-Scholes option-pricing model, and recognized in earnings on a straight-line basis over the employee service period. All Tronox Incorporated options granted in 2012 that did not vest with the Transaction were converted to the Tronox Limited MEIP on the date of the Transaction.

The following table presents a summary of activity for the years ended December 31, 2012 and 2011:

	Number of Options			Weighted Average Exercise Price
Balance at January 1, 2011		—		$	—
Issued		345,000			22.00
Balance at December 31, 2011		345,000		$	22.00
Issued		172,330			29.69
Converted in connection with the Transaction		(517,330	)		24.56
Outstanding at December 31, 2012		—		$	—

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Noncontrolling Interest

12 Months Ended

Dec. 31, 2013

Noncontrolling Interest [Abstract]

Noncontrolling Interest

20. Noncontrolling Interest

In connection with the Transaction, Exxaro retained a 26% ownership interest in each of Tronox KZN Sands (Pty) Ltd. and Tronox Mineral Sands (Pty) Ltd. in order to comply with the ownership requirements of the Black Economic Empowerment (“BEE”) legislation in South Africa. Exxaro is entitled to exchange this interest for approximately 3.2% in additional Class B Shares under certain circumstances (i.e., the earlier of the termination of the Empowerment Period or the tenth anniversary of completion of the Transaction). Exxaro also retained a 26% ownership interest in certain other non-operating subsidiaries.

A reconciliation of the beginning and ending balances of noncontrolling interest on the Consolidated Balance Sheets is as follows:

Balance at January 1, 2012	$	—
Fair value of noncontrolling interest on the Transaction Date		233
Net loss attributable to noncontrolling interest		(1	)
Effect of exchange rate changes		1
Balance at December 31, 2012		233
Net income attributable to noncontrolling interest		36
Effect of exchange rate changes		(70	)
Balance at December 31, 2013	$	199

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Asset Retirement Obligations - Additional Information (Detail) (USD $) In Millions, unless otherwise specified			12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Minimum [Member]	Dec. 31, 2013 Maximum [Member]	Dec. 31, 2013 Environmental Issue [Member]	Dec. 31, 2012 Environmental Issue [Member]
Asset Retirement Obligation [Line Items]
Asset retirement obligations, inflation rates			2.50%	5.30%
Credit adjusted risk-free interest rates			4.52%	7.00%
Life of mines			11 years	39 years
Environmental rehabilitation trust assets	$ 80	$ 59			$ 22	$ 20

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Cash Flows Statement Data (Tables)

12 Months Ended

Dec. 31, 2013

Supplemental Cash Flow Elements [Abstract]

Other Noncash Items Included in Reconciliation of Net Income to Net Cash Flows from Operating Activities

Other noncash items included in the reconciliation of net income to net cash flows from operating activities include the following:

	Successor								Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012		Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Amortization of fair value inventory step-up and unfavorable ore contracts liability	$	(32	)	$	152	$	—		$	—
Net gain on liquidation of non-operating subsidiaries		(24	)		—		—			—
Accrued transfer taxes		—			37		—			—
Other net adjustments		(1	)		12		(7	)		—
Total	$	(57	)	$	201	$	(7	)	$	—

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Inventories (Tables)

12 Months Ended

Dec. 31, 2013

Inventory Disclosure [Abstract]

Inventories, Net of Allowance for Obsolete Inventories and Supplies

	December 31,
		2013		2012
Raw materials		$	191	$	221
Work-in-process			45		99
Finished goods			417		477
Materials and supplies, net (1)			106		117
Total		$	759	$	914

(1) Consists of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of our products.

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Pension and Other Postretirement Healthcare Benefits

12 Months Ended

Dec. 31, 2013

Compensation And Retirement Disclosure [Abstract]

Pension and Other Postretirement Healthcare Benefits

22. Pension and Other Postretirement Healthcare Benefits

We sponsor a noncontributory defined benefit retirement plan (qualified) in the United States, a contributory defined benefit retirement plan in The Netherlands, a U.S. contributory postretirement healthcare plan, and a South Africa postretirement healthcare plan.

U.S. Plans

Qualified Retirement Plan—We sponsor a noncontributory qualified defined benefit plan (funded) (the “U.S. Qualified Plan”) in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Code. We made contributions into funds managed by a third-party, and those funds are held exclusively for the benefit of the plan participants. Benefits under the U.S. Qualified Plan were generally calculated based on years of service and final average pay. The U.S. Qualified Plan was frozen and closed to new participants on June 1, 2009.

Postretirement Healthcare Plan—We sponsor an unfunded U.S. postretirement healthcare plan. Under the plan, substantially all U.S. employees are eligible for postretirement healthcare benefits provided they reach retirement age while working for us. The plan provides medical and dental benefits to U.S. retirees and their eligible dependents.

Foreign Plans

Netherlands Plan—On January 1, 2007, we established the TDF-Botlek Pension Fund Foundation (the “Netherlands Plan”) to provide defined pension benefits to qualifying employees of Tronox Pigments (Holland) B.V. and its related companies. The Netherlands Plan is a contributory benefit plan under which participants contribute 4% of the costs. Contributions by us and participants are held in the fund for the sole benefit of the participants. Benefits are determined by applying the benefit formula to the pensionable salary, and are payable to participants upon retirement. Under The Netherlands Plan, a participant’s surviving spouse and children are entitled to benefits subject to certain benefit thresholds.

South Africa Postretirement Healthcare Plan—As part of the Transaction, we established a post-employment healthcare plan, which provides medical and dental benefits to certain Namakwa Sands employees, retired employees and their registered dependents (the “South African Plan”). The South African Plan provides benefits as follows: (i) members employed before March 1, 1994 receive 100% post-retirement and death-in-service benefits; (ii) members employed on or after March 1, 1994 but before January 1, 2002 receive 2% per year of completed service subject to a maximum of 50% post-retirement and death-in-service benefits; and, (iii) members employed on or after January 1, 2002 receive no post-retirement and death-in-service benefits.

Plan Financial Information

Benefit Obligations and Funded Status — The following provides a reconciliation of beginning and ending benefit obligations, beginning and ending plan assets, funded status, and balance sheet classification of our pension and postretirement healthcare plans as of and for the years ended December 31, 2013 and 2012. The benefit obligations and plan assets associated with our principal benefit plans are measured on December 31.

	Retirement Plans						Postretirement Healthcare Plans
	Year Ended December						Year Ended December
	2013			2012			2013			2012
Change in benefit obligations:
Benefit obligation, beginning of year	$	557		$	483		$	19		$	9
Service cost		5			3			1			1
Interest cost		20			22			1			1
Net actuarial (gains) losses		(31	)		78			4			2
Foreign currency rate changes		6			2			(1	)		—
Contributions by plan participants		1			1			—			1
Acquired in the Transaction		—			—			—			7
Plan amendments		(4	)		—			—			—
Benefits paid		(27	)		(29	)		(1	)		(2	)
Administrative expenses		(3	)		(3	)		—			—
Benefit obligation, end of year		524			557			23			19
Change in plan assets:
Fair value of plan assets, beginning of year		398			350			—			—
Actual return on plan assets		19			47			—			—
Employer contributions (1)		5			30			1			1
Participant contributions		1			1			—			1
Foreign currency rate changes		5			2			—			—
Benefits paid (1)		(27	)		(29	)		(1	)		(2	)
Administrative expenses		(3	)		(3	)		—			—
Fair value of plan assets, end of year		398			398			—			—
Net over (under) funded status of plans	$	(126	)	$	(159	)	$	(23	)	$	(19	)
Classification of amounts recognized in the Consolidated Balance Sheets:
Accrued liabilities	$	—		$	—		$	(1	)	$	(2	)
Pension and postretirement healthcare benefits		(126	)		(159	)		(22	)		(17	)
Total liabilities		(126	)		(159	)		(23	)		(19	)
Accumulated other comprehensive loss		60			94			9			6
Total	$	(66	)	$	(65	)	$	(14	)	$	(13	)

(1) We expect 2014 contributions to be approximately $5 million for The Netherlands plan and $17 million for the U.S. qualified retirement plan, while net benefits paid are expected to be approximately $1 million for the U.S. postretirement healthcare plan.

At December 31, 2013, our U.S. qualified retirement plan was in an underfunded status of $106 million. As a result, we have a projected minimum funding requirement of $13 million for 2013, which will be payable in 2014.

	December 31, 2013						December 31, 2012
	U.S. Qualified Plan			The Netherlands Retirement Plan			U.S. Qualified Plan			The Netherlands Retirement Plan
Accumulated benefit obligation	$	378		$	127		$	420		$	117
Projected benefit obligation		(378	)		(146	)		(420	)		(137	)
Fair value of plan assets		272			126			286			112
Funded status — underfunded	$	(106	)	$	(20	)	$	(134	)	$	(25	)

Expected Benefit Payments — The following table shows the expected cash benefit payments for the next five years and in the aggregate for the years 2019 through 2023:

	2014		2015		2016		2017		2018		2019- 2023
Retirement Plans (1)	$	32	$	31	$	30	$	30	$	30	$	150
Postretirement Healthcare Plan	$	1	$	1	$	1	$	1	$	1	$	7

(1) Includes benefit payments expected to be paid from the U.S. qualified retirement plan of $28 million, $27 million, $27 million, $26 million and $26 million in each year, 2014 through 2018, respectively, and $127 million in the aggregate for the period 2019 through 2023.

Retirement and Postretirement Healthcare Expense — The table below presents the components of net periodic cost (income) associated with the U.S. and foreign plans recognized in the Consolidated Statements of Operations for the years ended December 31, 2013 and 2012, eleven months ended December 31, 2011 and one month ended January 31, 2011:

	Retirement Plans												Postretirement Healthcare Plans
	Successor									Predecessor			Successor						Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011			Year Ended December 31, 2013		Year Ended December 31, 2012		Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
Net periodic cost:
Service cost	$	5		$	3		$	3		$	—		$	1	$	1	$	1	$	—
Interest cost		20			22			21			2			1		1		—		—
Expected return on plan assets		(20	)		(21	)		(20	)		(2	)		—		—		—		—
Net amortization of prior service credit		—			—			—			—			—		—		—		(1	)
Net amortization of actuarial loss		2			—			—			1			—		—		—		—
Total net periodic cost (income)	$	7		$	4		$	4		$	1		$	2	$	2	$	1	$	(1	)

Pretax amounts that are expected to be reclassified from “Accumulated other comprehensive income” on the Consolidated Balance Sheets to retirement expense during 2014 related to unrecognized actuarial losses are $1 million and $1 million for retirement and postretirement healthcare plans, respectively.

Assumptions — The following weighted average assumptions were used to determine net periodic cost:

	2013						2012						2011
	United States			Netherlands			United States			Netherlands			United States			Netherlands
Discount rate (1)		3.75	%		3.50	%		4.50	%		5.25	%		5.25	%		5.25	%
Expected return on plan assets		5.30	%		4.75	%		5.75	%		5.25	%		6.44	%		5.25	%
Rate of compensation increases		—			3.50	%		—			3.50	%		—			3.50	%

The following weighted average assumptions were used in estimating the actuarial present value of the plans’ benefit obligations:

	2013						2012						2011
	United States			Netherlands			United States			Netherlands			United States			Netherlands
Discount rate		4.50	%		3.50	%		3.75	%		3.50	%		4.50	%		5.25	%
Rate of compensation increases		—			3.25	%		—			3.50	%		—			3.50	%

The following weighted average assumptions were used in determining the actuarial present value of the South African Postretirement Healthcare Plan:

	2013			2012			2011
Discount rate		10.14	%		9.45	%		—

Expected Return on Plan Assets — In forming the assumption of the U.S. long-term rate of return on plan assets, we took into account the expected earnings on funds already invested, earnings on contributions expected to be received in the current year, and earnings on reinvested returns. The long-term rate of return estimation methodology for U.S. plans is based on a capital asset pricing model using historical data and a forecasted earnings model. An expected return on plan assets analysis is performed which incorporates the current portfolio allocation, historical asset-class returns, and an assessment of expected future performance using asset-class risk factors. Our assumption of the long-term rate of return for The Netherlands plan was developed considering the portfolio mix and country-specific economic data that includes the rates of return on local government and corporate bonds.

Discount Rate — The discount rates selected for estimation of the actuarial present value of the benefit obligations for both U.S. plans were 4.50% and 3.75% as of December 31, 2013 and 2012, respectively. The 2013 and 2012 rates were selected based on the results of a cash flow matching analysis, which projected the expected cash flows of the plans using a yield curves model developed from a universe of Aa-graded U.S. currency corporate bonds (obtained from Bloomberg) with at least $50 million outstanding. Bonds with features that imply unreliable pricing, a less than certain cash flow, or other indicators of optionality are filtered out of the universe. The remaining universe is categorized into maturity groups, and within each of the maturity groups yields are ranked into percentiles. For 2011, the discount rate for our U.S. qualified plan and postretirement healthcare plan was based on a discounted cash flow analysis performed by our independent actuaries utilizing the Citigroup Pension Discount Curve as of the end of the year.

Health Care Cost Trend Rates — At December 31, 2013, the assumed health care cost trend rates used to measure the expected cost of benefits covered by the U.S. postretirement healthcare plan was 8% in 2014, gradually declining to 5% in 2020 and thereafter. A 1% increase in the assumed health care cost trend rate for each future year would increase the accumulated postretirement benefit obligation at December 31, 2013 by $2 million, while the aggregate of the service and interest cost components of the 2013 net periodic postretirement cost would increase by less than $1 million. A 1% decrease in the trend rate for each future year would reduce the accumulated benefit obligation at December 31, 2013 by $1 million and decrease the aggregate of the service and interest cost components of the net periodic postretirement cost for 2013 by less than $1 million.

Plan Assets — Asset categories and associated asset allocations for our funded retirement plans at December 31, 2013 and 2012:

	December 31,
	2013						2012
	Actual			Target			Actual			Target
United States:
Equity securities		38	%		38	%		38	%		38	%
Debt securities		61			62			61			62
Cash and cash equivalents		1			—			1			—
Total		100	%		100	%		100	%		100	%
Netherlands:
Equity securities		36	%		35	%		41	%		40	%
Debt securities		55			62			53			55
Cash and cash equivalents		9			3			6			5
Total		100	%		100	%		100	%		100	%

The U.S. plan is administered by a board-appointed committee that has fiduciary responsibility for the plan’s management. The committee maintains an investment policy stating the guidelines for the performance and allocation of plan assets, performance review procedures and updating of the policy. At least annually, the U.S. plan’s asset allocation guidelines are reviewed in light of evolving risk and return expectations.

Substantially all of the plan’s assets are invested with nine equity fund managers, three fixed-income fund managers and one money-market fund manager. To control risk, equity fund managers are prohibited from entering into the following transactions, (i) investing in commodities, including all futures contracts, (ii) purchasing letter stock, (iii) short selling, and (iv) option trading. In addition, equity fund managers are prohibited from purchasing on margin and are prohibited from purchasing Tronox securities. Equity managers are monitored to ensure investments are in line with their style and are generally permitted to invest in U.S. common stock, U.S. preferred stock, U.S. securities convertible into common stock, common stock of foreign companies listed on major U.S. exchanges, common stock of foreign companies listed on foreign exchanges, covered call writing, and cash and cash equivalents.

Fixed-income fund managers are prohibited from investing in (i) direct real estate mortgages or commingled real estate funds, (ii) private placements above certain portfolio thresholds, (iii) tax exempt debt of state and local governments above certain portfolio thresholds, (iv) fixed income derivatives that would cause leverage, (v) guaranteed investment contracts, and (vi) Tronox securities. They are permitted to invest in debt securities issued by the U.S. government, its agencies or instrumentalities, commercial paper rated A3/P3, FDIC insured certificates of deposit or bankers’ acceptances and corporate debt obligations. Each fund manager’s portfolio has an average credit rating of A or better.

The Netherlands plan is administered by a pension committee representing the employer, the employees, and the pensioners. The pension committee has six members, whereby three members are elected by the employer, two members are elected by the employees and one member is elected by the pensioners, and each member has one vote. The pension committee meets at least quarterly to discuss regulatory changes, asset performance, and asset allocation. The plan assets are managed by one Dutch fund manager against a mandate set at least annually by the pension committee. In accordance with policies set by the pension committee, a new fund manager was appointed effective December 1, 2006. Simultaneous with the change in fund manager, the asset allocation was modified using committee policy guidelines. The plan assets are evaluated annually by a multinational benefits consultant against state defined actuarial tests to determine funding requirements.

The fair values of pension investments as of December 31, 2013 are summarized below:

	U.S. Pension
	Fair Value Measurement at December 31, 2013, 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	$	—		$	104	(1)	$	—	$	104
Debt securities
Corporate		—			3	(5)		—		3
Government		10	(4)		1	(5)		—		11
Mortgages		—			10	(5)		—		10
Commingled Fixed Income Funds		—			141	(2)		—		141
Cash & cash equivalents
Commingled Cash Equivalents Fund		—			3	(3)		—		3
Total at fair value	$	10		$	262		$	—	$	272

(1) For commingled equity funds owned by the funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(2) For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(3) For commingled cash equivalents funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(4) For government debt securities that are traded on active exchanges, fair value is based on observable quoted prices, which are Level 1 inputs.

(5) For corporate, government, and mortgage related debt securities, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

	Netherlands Pension
	Fair Value Measurement at December 31, 2013, 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	$	—	$	48	(1)	$	—	$	48
Debt securities — Non-U.S. Pooled Funds		—		70	(2)		—		70
Cash		—		8			—		8
Total at fair value	$	—	$	126		$	—	$	126

(1) For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed as 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 therefore are deemed Level 2 inputs.

The fair values of pension investments as of December 31, 2012 are summarized below:

	U.S. Pension
	Fair Value Measurement at December 31, 2012, 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	$	—		$	110	(1)	$	—	$	110
Debt securities
Corporate		—			8	(5)		—		8
Government		11	(4)		1	(5)		—		12
Mortgages		—			16	(5)		—		16
Commingled Fixed Income Funds		—			137	(2)		—		137
Cash & cash equivalents
Commingled Cash Equivalents Fund		—			3	(3)		—		3
Total at fair value	$	11		$	275		$	—	$	286

(1) For commingled equity funds owned by the funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(2) For commingled fixed income funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(3) For commingled cash equivalents funds, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

(4) For government debt securities that are traded on active exchanges, fair value is based on observable quoted prices, which are Level 1 inputs.

(5) For corporate, government, and mortgage related debt securities, fair value is based on observable inputs of comparable market transactions, which are Level 2 inputs.

	Netherlands Pension
	Fair Value Measurement at December 31, 2012, 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	$	—	$	46	(1)	$	—	$	46
Debt securities — Non-U.S. Pooled Funds		—		60	(2)		—		60
Cash		—		6			—		6
Total at fair value	$	—	$	112		$	—	$	112

(1) For equity securities in the form of fund units that are redeemable at the measurement date, the unit value is deemed as 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 therefore are deemed Level 2 inputs.

Defined Contribution Plans

U.S. Savings Investment Plan

On March 30, 2006, we established the U.S. Savings Investment Plan (the “SIP”), a qualified defined contribution plan under section 401(k) of the Internal Revenue Code. Under the SIP, our regular full-time and part-time employees contribute a portion of their earnings, and we match these contributions up to a predefined threshold. During 2013, our matching contribution was 100% of the first 6% of employee contributions. During 2011 and 2012, our matching contribution was 100% of the first 3% of employees’ contribution and 50% of the next 3%. Effective January 1, 2012, the Board increased the discretionary contribution to 7.5% of employee pay for 2012 from 6% during 2011. The discretionary contribution is subject to approval each year by the Board. Our matching contribution to the SIP vests immediately; however, our discretionary contribution is subject to vesting conditions that must be satisfied over a three year vesting period. Contributions under SIP, including our match, are invested in accordance with the investment options elected by plan participants. Compensation expense associated with our matching contribution to the SIP was $3 million, $2 million, and $2 million during 2013, 2012, and 2011, respectively. Compensation expense associated with our discretionary contribution was $4 million, $4 million, and $3 million during 2013, 2012, and 2011, respectively.

U.S. Savings Restoration Plan

On March 30, 2006, we established the U.S. Savings Restoration Plan (the “SRP”), a nonqualified defined contribution plan, for employees whose eligible compensation is expected to exceed the IRS compensation limits for qualified plans. Under the SRP, participants can contribute up to 20% of their annual compensation and incentive. Our matching contribution under the SRP is the same as the SIP. Our matching contribution under this plan vests immediately to plan participants. Contributions under the SRP, including our match, are invested in accordance with the investment options elected by plan participants. Compensation expense associated with our matching contribution to the SRP was less than $1 million, $1 million, and $1 million during 2013, 2012, and 2011, respectively.

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Cash Flows Statement Data

12 Months Ended

Dec. 31, 2013

Supplemental Cash Flow Elements [Abstract]

Cash Flows Statement Data

23. Cash Flows Statement Data

Other noncash items included in the reconciliation of net income to net cash flows from operating activities include the following:

	Successor								Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012		Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Amortization of fair value inventory step-up and unfavorable ore contracts liability	$	(32	)	$	152	$	—		$	—
Net gain on liquidation of non-operating subsidiaries		(24	)		—		—			—
Accrued transfer taxes		—			37		—			—
Other net adjustments		(1	)		12		(7	)		—
Total	$	(57	)	$	201	$	(7	)	$	—

Cash flows from investing and financing activities for 2013 exclude $13 million related to new lease financing in “Capital expenditures” and “Proceeds from borrowings,” respectively.

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CONSOLIDATED STATEMENTS OF EQUITY (USD $) In Millions	Total	Successor [Member]	Successor [Member] Class A common stock [Member]	Predecessor [Member]	Capital in Excess of par Value [Member] Successor [Member]	Capital in Excess of par Value [Member] Predecessor [Member]	Retained Earnings [Member] Successor [Member]	Retained Earnings [Member] Predecessor [Member]	Accumulated Other Comprehensive Income (Loss) [Member] Successor [Member]	Accumulated Other Comprehensive Income (Loss) [Member] Predecessor [Member]	Treasury Shares [Member] Successor [Member]	Treasury Shares [Member] Predecessor [Member]	Cumulative Shareholders Equity Member Successor [Member]	Non-controlling Interest [Member] Successor [Member]
Beginning Balance at Jan. 01, 2011				$ (630)		$ 496		$ (1,128)		$ 9		$ (7)
Net income	631			631				631
Net income	631			631
Elimination of predecessor shares, capital in excess of par value, and accumulated deficit				(1)		(496)		497		(9)		7
Other comprehensive loss
Issuance of new shares				564		564
Share-based compensation
Shares purchased for the Employee Participation Plan
Ending Balance at Jan. 31, 2011		564		564	564	564							564
Net income	242	242
Net income	242	242					242						242
Other comprehensive loss	(57)	(57)							(57)				(57)
Share-based compensation		9			14						(5)		9
Shares withheld for claims		(7)									(7)		(7)
Shares purchased for the Employee Participation Plan
Warrants exercised		1			1								1
Ending Balance at Dec. 31, 2011		752			579		242		(57)		(12)		752
Fair Value of noncontrolling interest on Transaction Date		233												233
Net income	1,134	1,134
Net income	1,133	1,133					1,134						1,134	(1)
Other comprehensive loss	(37)	(37)							(38)				(38)	1
Merger consideration paid		(193)			(193)								(193)
Issuance of new shares		1,370			1,370								1,370
Share-based compensation		5			5								5
Shares purchased for the Employee Participation Plan	(15)	(15)			(15)								(15)
Issuance of Tronox Limited shares in share-split			1				(1)
Class A and Class B share dividends declared		(60)					(61)						(61)
Tronox Limited Class A shares repurchased	(326)	(326)			(326)								(326)
Warrants exercised		1			1								1
Tronox Incorporated share-based compensation		20			27						(7)		20
Tronox Incorporated common shares vested/canceled					(19)						19
Ending Balance at Dec. 31, 2012	2,882	2,882	1		1,429		1,314		(95)				2,649	233
Net income	(126)	(126)
Net income	(90)	(90)					(126)						(126)	36
Other comprehensive loss	(259)	(259)							(189)				(189)	(70)
Share-based compensation		17			17								17
Shares purchased for the Employee Participation Plan
Class A and Class B share dividends declared		(115)					(115)						(115)
Warrants and options exercised		2			2								2
Ending Balance at Dec. 31, 2013	$ 2,437	$ 2,437	$ 1		$ 1,448		$ 1,073		$ (284)				$ 2,238	$ 199

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Related Party Transactions

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

24. Related Party Transactions

Prior to the Transaction Date, Tronox Incorporated conducted transactions with Exxaro Australia Sands Pty Ltd, Tronox Incorporated’s 50% partner in the Tiwest Joint Venture. Tronox Incorporated purchased, at open market prices, raw materials used in its production of TiO₂, as well as Exxaro Australia Sands Pty Ltd’s share of TiO₂ produced by the Tiwest Joint Venture. Tronox Incorporated also provided administrative services and product research and development activities, which were reimbursed by Exxaro. During 2012 and 2011, Tronox Incorporated made payments of $173 million and $360 million, respectively, and received payments of $9 million and $8 million, respectively. Subsequent to the Transaction Date, such transactions are considered intercompany transactions and are eliminated in consolidation.

Subsequent to the Transaction, we have service level agreements with Exxaro for services such as tax preparation, information technology services, research and development and treasury, which amounted to $5 million and $7 million during 2013 and 2012, respectively.

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Mineral Leaseholds - Summary of Mineral Leaseholds (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Property Plant And Equipment Useful Life And Values [Abstract]
Mineral leaseholds	$ 1,388	$ 1,502
Less accumulated depletion	(172)	(63)
Net	$ 1,216	$ 1,439

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Share-Based Compensation - Assumptions Used in Calculating Options Granted (Detail) (Tronox Limited [Member], Stock Options [Member], USD $)	1 Months Ended
	Sep. 03, 2013	Mar. 11, 2013	Feb. 25, 2013
Tronox Limited [Member] | Stock Options [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of options granted	37,328	8,238	1,544,872
Fair market value and exercise price	$ 21.94	$ 21.49	$ 19.09
Risk-free interest rate	2.10%	1.19%	1.04%
Expected dividend yield	4.56%	4.65%	5.24%
Expected volatility	56.00%	56.00%	56.00%
Maturity	10 years	10 years	10 years
Expected term (years)	6 years	6 years	6 years
Per-unit fair value of options granted	$ 7.92	$ 7.48	$ 6.28

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Other Income (Expense) (Tables)

12 Months Ended

Dec. 31, 2013

Other Income And Expenses [Abstract]

Summary of Other Income

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31,      2011			One Month Ended January 31, 2011
Net realized and unrealized foreign currency gains (losses)	$	39		$	(8	)	$	(8	)	$	2
Net gain on liquidation of non-operating subsidiaries(1)		24			—			—			—
Interest income		8			2			1			—
Loss on extinguishment of debt		(4	)		—			—			—
Other		(1	)		(1	)		(3	)		—
Total	$	66		$	(7	)	$	(10	)	$	2

(1) During 2013, we completed the liquidation of two non-operating subsidiaries: Tronox (Luxembourg) Holdings S.a.r.l., and Tronox Luxembourg S.a.r.l for which we recognized a net noncash gain from the realization of cumulative translation adjustments.

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Noncontrolling Interest (Tables)

12 Months Ended

Dec. 31, 2013

Noncontrolling Interest [Abstract]

Reconciliation of Beginning and Ending Balances of Non-Controlling Interest

A reconciliation of the beginning and ending balances of noncontrolling interest on the Consolidated Balance Sheets is as follows:

Balance at January 1, 2012	$	—
Fair value of noncontrolling interest on the Transaction Date		233
Net loss attributable to noncontrolling interest		(1	)
Effect of exchange rate changes		1
Balance at December 31, 2012		233
Net income attributable to noncontrolling interest		36
Effect of exchange rate changes		(70	)
Balance at December 31, 2013	$	199

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Income Taxes - Schedule of Tax Loss Carry Forwards (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Tax Credit Carryforward [Line Items]
2014
2015
2016	11
2017
2018	6
Thereafter	3,241
Total tax loss carryforwards	3,258
Australia [Member]
Tax Credit Carryforward [Line Items]
2014
2015
2016
2017
2018
Thereafter	306
Total tax loss carryforwards	306
U S Federal [Member]
Tax Credit Carryforward [Line Items]
2014
2015
2016
2017
2018
Thereafter	1,241
Total tax loss carryforwards	1,241
United States [Member]
Tax Credit Carryforward [Line Items]
2014
2015
2016	11
2017
2018	6
Thereafter	1,431
Total tax loss carryforwards	1,448
Other [Member]
Tax Credit Carryforward [Line Items]
2014
2015
2016
2017
2018
Thereafter	263
Total tax loss carryforwards	$ 263

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Millions, except Share data in Thousands, unless otherwise specified	1 Months Ended		11 Months Ended		12 Months Ended
	Jan. 31, 2011		Dec. 31, 2011		Dec. 31, 2013		Dec. 31, 2012
Net Sales	$ 108		$ 1,543		$ 1,922		$ 1,832
Cost of goods sold	(83)		(1,104)		(1,732)		(1,568)
Gross Profit	25		439		190		264
Selling, general and administrative expenses	5		152		187		239
Litigation/arbitration settlement			10
Environmental remediation and restoration reimbursements, net			5
Income from Operations	20		302		3		25
Interest and debt expense	(3)		(30)		(130)		(65)
Gain on bargain purchase							1,055
Other income (expense)	615		(10)		66		(7)
Income (Loss) before Income Taxes	632		262		(61)		1,008
Income tax benefit (provision)	(1)		(20)		(29)		125
Net Income (Loss)	631		242		(90)		1,133
Net income (loss) attributable to noncontrolling interest					36		(1)
Net Income (Loss) attributable to Tronox Limited	631		242		(126)		1,134
Successor [Member]
Net Sales			1,543		1,922		1,832
Cost of goods sold			1,104		1,732		1,568
Gross Profit			439		190		264
Selling, general and administrative expenses			(152)		(187)		(239)
Litigation/arbitration settlement			10
Environmental remediation and restoration reimbursements, net			5
Income from Operations			302		3		25
Interest and debt expense			(30)		(130)		(65)
Gain on bargain purchase							1,055
Reorganization income
Other income (expense)			(10)		66		(7)
Income (Loss) before Income Taxes			262		(61)		1,008
Income tax benefit (provision)			(20)		(29)		125
Net Income (Loss)			242		(90)		1,133
Net income (loss) attributable to noncontrolling interest					36		(1)
Net Income (Loss) attributable to Tronox Limited			242		(126)		1,134
Earnings (Loss) per Share, Basic and Diluted (1):
Basic			$ 3.22	[1]	$ (1.11)	[1]	$ 11.37	[1]
Diluted			$ 3.10	[1]	$ (1.11)	[1]	$ 11.10	[1]
Weighted Average Shares Outstanding:
Basic			74,905		113,416		98,985
Diluted			78,095		113,416		101,406
Predecessor [Member]
Net Sales	108
Cost of goods sold	83
Gross Profit	25
Selling, general and administrative expenses	(5)
Litigation/arbitration settlement
Environmental remediation and restoration reimbursements, net
Income from Operations	20
Interest and debt expense	(3)
Gain on bargain purchase
Reorganization income	613
Other income (expense)	2
Income (Loss) before Income Taxes	632
Income tax benefit (provision)	(1)
Net Income (Loss)	631
Net income (loss) attributable to noncontrolling interest
Net Income (Loss) attributable to Tronox Limited	$ 631
Earnings (Loss) per Share, Basic and Diluted (1):
Basic	$ 15.28	[1]
Diluted	$ 15.25	[1]
Weighted Average Shares Outstanding:
Basic	41,311
Diluted	41,399

[1] On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor's consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 19 for additional information regarding the share split.

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property Plant And Equipment [Abstract]

Net Property, Plant and Equipment

	December 31,
	2013			2012
Land and land improvements	$	79		$	80
Buildings		181			194
Machinery and equipment		1,141			1,158
Construction-in-progress		133			153
Other		43			13
Total		1,577			1,598
Less accumulated depreciation and amortization		(319	)		(175	)
Net	$	1,258		$	1,423

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Debt - Summary of Allocation of Senior Secured Delayed Draw Term Loan (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Line of Credit Facility [Line Items]
Outstanding Balance	$ 696
Percentage of Outstanding Balance	100.00%
Allocation of Unamortized Costs	20
Loss on extinguishment of debt	4
Senior Secured Term Loan [Member]
Line of Credit Facility [Line Items]
Outstanding Balance	547
Percentage of Outstanding Balance	79.00%
Allocation of Unamortized Costs	16
Loss on extinguishment of debt
Senior Secured Delayed Draw [Member]
Line of Credit Facility [Line Items]
Outstanding Balance	149
Percentage of Outstanding Balance	21.00%
Allocation of Unamortized Costs	4
Loss on extinguishment of debt	$ 4

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Acquisition of the Mineral Sands Business - Additional Information (Detail) (Exxaro [Member])	Dec. 31, 2013
Exxaro [Member]
Business Acquisition [Line Items]
Acquisition mineral sands operations	74.00%

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Share-Based Compensation - Activity for Company's Options (Detail) (Stock Options [Member], USD $)	12 Months Ended
	Dec. 31, 2013 Tronox Limited [Member]	Dec. 24, 2013 Tronox Limited [Member]	Dec. 31, 2012 Tronox Limited [Member]	Dec. 24, 2012 Tronox Incorporated Management Equity Incentive Plan [Member]	Dec. 31, 2012 Tronox Incorporated Management Equity Incentive Plan [Member]	Dec. 31, 2011 Tronox Incorporated Management Equity Incentive Plan [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of Options, Beginning Balance	612,439			345,000	345,000
Number of Options, Converted in connection with the Transaction			517,330		517,330
Number of Options, Issued	1,590,438		247,904		172,330	345,000
Number of Options, Exercised	(51,751)
Number of Shares, Forfeited	(22,861)		(152,795)
Number of Options, Expired	(33,494)
Number of Options, Ending Balance	2,094,771		612,439			345,000
Weighted Average Exercise Price, Beginning Balance	$ 24.81			$ 22.00	$ 22.00
Number of Shares, Outstanding awards expected to vest	1,822,535
Weighted Average Exercise Price, Converted in connection with the Transaction			$ 24.56
Weighted Average Exercise Price, Issued				$ 29.69		$ 22.00
Number of Options, Exercisable at end of period	226,822
Weighted Average Exercise Price, Options Issued		$ 19.17	$ 23.83
Weighted Average Exercise Price, Converted in connection with the Transaction				$ 24.56
Weighted Average Contractual life years, Ending Balance	8 years 11 months 19 days
Weighted Average Exercise Price, Options Exercised		$ 21.90
Weighted Average Contractual life years, Outstanding awards expected to vest	9 years 18 days
Weighted Average Exercise Price, Options Forfeitures		$ 20.54	$ 22.39
Weighted Average Contractual life years, Exercisable	8 years 3 months 7 days
Weighted Average Exercise Price, Options Expired		$ 25.65
Intrinsic Value, Ending Balance	$ 7
Intrinsic Value, Expected to vest	6
Intrinsic Value, Exercisable
Weighted Average Exercise Price, Ending Balance		$ 20.63	$ 24.81			$ 22.00
Weighted Average Exercise Price, Outstanding awards expected to vest		$ 20.19
Weighted Average Exercise Price, Exercisable at end of period		$ 24.32

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Class A common stock [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares issued	64,046,647	63,394,298
Common stock, shares outstanding	62,349,618	62,103,989
Class B common stock [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares issued	51,154,280	51,154,280
Common stock, shares outstanding	51,154,280	51,154,280

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Debt - Term Loan - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Line of Credit Facility [Line Items]
Proceeds from senior secured term loan	$ 1,500,000,000
Senior secured term loan, Maturity Date	2020-03
Original Issue discount	11,000,000	6,000,000
Original Issue discount, percent	0.50%
Principal Repayment	8,000,000
Term Loan [Member]
Line of Credit Facility [Line Items]
Interest rate, applicable margin	2.50%
Minimum Interest rate, applicable margin	1.00%
Term Loan [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Interest Rate	1.00%
Base Rate	2.00%
Term Loan [Member] | Euro Dollar Margin [Member]
Line of Credit Facility [Line Items]
Interest rate, applicable margin	3.50%
Term Facility [Member]
Line of Credit Facility [Line Items]
Original Issue discount	$ 7,000,000

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Emergence from Chapter 11 - Additional Information (Detail) (USD $) In Billions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Trusts And Other Governmental Entities [Member]	Dec. 31, 2013 Tort Trust [Member]	Dec. 31, 2013 Minimum [Member]	Dec. 12, 2013 Minimum [Member]	Dec. 31, 2013 Maximum [Member]	Dec. 12, 2013 Maximum [Member]
Reorganization Items [Line Items]
Damages claim amount			$ 5	$ 5	$ 14	$ 14
Percentage of benefit from judgment	88.00%	12.00%

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Guarantor Condensed Consolidating Financial Statements - Schedule of Guarantor Subsidiaries Condensed Consolidating Statements of Comprehensive Income (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended								11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Net Income (Loss):
Net income (loss)	$ 631	$ (3)	$ (41)	$ (1)	$ (45)	$ (96)	$ (1)	$ 1,144	$ 86	$ 242	$ (90)	$ 1,133
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	1									(6)	(289)	11
Pension and postretirement plans	(1)									(51)	30	(48)
Other comprehensive loss										(57)	(259)	(37)
Total Comprehensive Income (Loss)	631									185	(349)	1,096
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income (loss) attributable to noncontrolling interest		4	8	12	12	(3)	2				36	(1)
Foreign currency translation adjustments											(70)	1
Comprehensive income (loss) attributable to noncontrolling interest											(34)
Comprehensive Income (Loss) Attributable to Tronox Limited											(315)	1,096
Consolidation, Eliminations [Member]
Net Income (Loss):
Net income (loss)	(61)									(51)	441	1,529
Other Comprehensive Income (Loss):
Foreign currency translation adjustments												19
Pension and postretirement plans
Other comprehensive loss												19
Total Comprehensive Income (Loss)	(61)									(51)	441	1,548
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income (loss) attributable to noncontrolling interest
Foreign currency translation adjustments
Comprehensive income (loss) attributable to noncontrolling interest
Comprehensive Income (Loss) Attributable to Tronox Limited											441	1,548
Parent Company [Member]
Net Income (Loss):
Net income (loss)											(125)	(45)
Other Comprehensive Income (Loss):
Foreign currency translation adjustments
Pension and postretirement plans
Other comprehensive loss
Total Comprehensive Income (Loss)											(125)	(45)
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income (loss) attributable to noncontrolling interest
Foreign currency translation adjustments
Comprehensive income (loss) attributable to noncontrolling interest
Comprehensive Income (Loss) Attributable to Tronox Limited											(125)	(45)
Guarantor Subsidiaries [Member]
Net Income (Loss):
Net income (loss)	626									247	(548)	(384)
Other Comprehensive Income (Loss):
Foreign currency translation adjustments										(130)	23	(2)
Pension and postretirement plans										(37)	26	(47)
Other comprehensive loss										(167)	49	(49)
Total Comprehensive Income (Loss)	626									80	(499)	(433)
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income (loss) attributable to noncontrolling interest											36	(1)
Foreign currency translation adjustments											(70)	1
Comprehensive income (loss) attributable to noncontrolling interest											(34)
Comprehensive Income (Loss) Attributable to Tronox Limited											(465)	(433)
Non-Guarantor Subsidiaries [Member]
Net Income (Loss):
Net income (loss)	66									46	142	33
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	1									124	(312)	(6)
Pension and postretirement plans	(1)									(14)	4	(1)
Other comprehensive loss										110	(308)	(7)
Total Comprehensive Income (Loss)	66									156	(166)	26
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income (loss) attributable to noncontrolling interest
Foreign currency translation adjustments
Comprehensive income (loss) attributable to noncontrolling interest
Comprehensive Income (Loss) Attributable to Tronox Limited											$ (166)	$ 26

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Guarantor Condensed Consolidating Financial Statements (Tables)

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

Schedule of Guarantor Subsidiaries Condensed Consolidating Statements of Operations

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended December 31, 2013

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,922		$	(330	)	$	—		$	1,297		$	955
Cost of goods sold		1,732			(337	)		—			1,242			827
Gross Profit		190			7			—			55			128
Selling, general and administrative expenses		(187	)		4			(34	)		(113	)		(44	)
Income (Loss) from Operations		3			11			(34	)		(58	)		84
Interest and debt expense		(130	)		—			547			(644	)		(33	)
Other income (expense)		66			(43	)		1			(14	)		122
Equity in earnings of subsidiary		—			473			(473	)		—			—
Income (Loss) before Income Taxes		(61	)		441			41			(716	)		173
Income tax benefit (provision)		(29	)		—			(166	)		168			(31	)
Net Income (Loss)		(90	)		441			(125	)		(548	)		142
Income attributable to noncontrolling interest		36			—			—			36			—
Net Income (Loss) attributable to Tronox Limited	$	(126	)	$	441		$	(125	)	$	(584	)	$	142

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,832		$	(153	)	$	—		$	1,340		$	645
Cost of goods sold		1,568			(104	)		—			1,057			615
Gross Profit		264			(49	)		—			283			30
Selling, general and administrative expenses		(239	)		4			(98	)		(115	)		(30	)
Income (Loss) from Operations		25			(45	)		(98	)		168			—
Interest and debt expense		(65	)		—			297			(356	)		(6	)
Other income (expense)		(7	)		432			(95	)		(337	)		(7	)
Gain on bargain purchase		1,055			—			1,055			—			—
Equity in earnings of subsidiary		—			1,142			(1,144	)		2			—
Income (Loss) before Income Taxes		1,008			1,529			15			(523	)		(13	)
Income tax benefit (provision)		125			—			(60	)		139			46
Net Income (Loss)		1,133			1,529			(45	)		(384	)		33
Loss attributable to noncontrolling interest		(1	)		—			—			(1	)		—
Net Income (Loss) attributable to Tronox Limited	$	1,134		$	1,529		$	(45	)	$	(383	)	$	33

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,543		$	9		$	—	$	1,207		$	327
Cost of goods sold		1,104			22			—		856			226
Gross Profit		439			(13	)		—		351			101
Selling, general and administrative expenses		(152	)		3			—		(142	)		(13	)
Litigation/arbitration settlement		10			—			—		10			—
Environmental remediation and restoration reimbursements, net		5			—			—		5			—
Income (Loss) from Operations		302			(10	)		—		224			88
Interest and debt expense		(30	)		—			—		(20	)		(10	)
Other income (expense)		(10	)		31			—		(35	)		(6	)
Equity in earnings of subsidiary		—			(72	)		—		72			—
Income (Loss) before Income Taxes		262			(51	)		—		241			72
Income tax benefit (provision)		(20	)		—			—		6			(26	)
Net Income (Loss)	$	242		$	(51	)	$	—	$	247		$	46

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	108		$	(23	)	$	—	$	111		$	20
Cost of goods sold		83			(22	)		—		89			16
Gross Profit		25			(1	)		—		22			4
Selling, general and administrative expenses		(5	)		1			—		(5	)		(1	)
Income from Operations		20			—			—		17			3
Interest and debt expense		(3	)		—			—		(3	)		—
Other income		615			2			—		550			63
Equity in earnings of subsidiary		—			(63	)		—		63			—
Income (Loss) before Income Taxes		632			(61	)		—		627			66
Income tax benefit (provision)		(1	)		—			—		(1	)		—
Net Income (Loss)	$	631		$	(61	)	$	—	$	626		$	66

Schedule of Guarantor Subsidiaries Condensed Consolidating Statements of Comprehensive Income

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31, 2013

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	(90	)	$	441	$	(125	)	$	(548	)	$	142
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(289	)		—		—			23			(312	)
Pension and postretirement plans		30			—		—			26			4
Other comprehensive income (loss)		(259	)		—		—			49			(308	)
Total Comprehensive Income (Loss)		(349	)		441		(125	)		(499	)		(166	)
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income		36			—		—			36			—
Foreign currency translation adjustments		(70	)		—		—			(70	)		—
Comprehensive income (loss) attributable to noncontrolling interest		(34	)		—		—			(34	)		—
Comprehensive Income (Loss) Attributable to Tronox Limited	$	(315	)	$	441	$	(125	)	$	(465	)	$	(166	)

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	1,133		$	1,529	$	(45	)	$	(384	)	$	33
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		11			19		—			(2	)		(6	)
Pension and postretirement plans		(48	)		—		—			(47	)		(1	)
Other comprehensive income (loss)		(37	)		19		—			(49	)		(7	)
Total Comprehensive Income (Loss)		1,096			1,548		(45	)		(433	)		26
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net loss		(1	)		—		—			(1	)		—
Foreign currency translation adjustments		1			—		—			1			—
Comprehensive income (loss) attributable to noncontrolling interest		—			—		—			—			—
Comprehensive Income (Loss) Attributable to Tronox Limited	$	1,096		$	1,548	$	(45	)	$	(433	)	$	26

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	242		$	(51	)	$	—	$	247		$	46
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(6	)		—			—		(130	)		124
Pension and postretirement plans		(51	)		—			—		(37	)		(14	)
Other comprehensive income (loss)		(57	)		—			—		(167	)		110
Total Comprehensive Income (Loss)	$	185		$	(51	)	$	—	$	80		$	156

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	631		$	(61	)	$	—	$	626	$	66
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		1			—			—		—		1
Pension and postretirement plans		(1	)		—			—		—		(1	)
Other comprehensive income (loss)		—			—			—		—		—
Total Comprehensive Income (Loss)	$	631		$	(61	)	$	—	$	626	$	66

Schedule of Guarantor Subsidiaries Condensed Consolidating Balance Sheets

GUARANTOR CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2013

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
ASSETS
Cash and cash equivalents	$	1,478	$	—		$	179		$	1,094		$	205
Investment in subsidiaries		—		(952	)		(1,095	)		1,590			457
Other current assets		1,175		(9,645	)		6,599			2,125			2,096
Property, plant and equipment, net		1,258		—			—			710			548
Mineral leaseholds, net		1,216		—			—			701			515
Other long-term assets		572		—			88			376			108
Total Assets	$	5,699	$	(10,597	)	$	5,771		$	6,596		$	3,929
LIABILITIES AND EQUITY
Current liabilities	$	363	$	(2,333	)	$	658		$	1,801		$	237
Long-term debt		2,395		(7,268	)		825			7,272			1,566
Other long-term liabilities		504		—			—			236			268
Total Liabilities		3,262		(9,601	)		1,483			9,309			2,071
Total Equity		2,437		(996	)		4,288			(2,713	)		1,858
Total Liabilities and Equity	$	5,699	$	(10,597	)	$	5,771		$	6,596		$	3,929

GUARANTOR CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2012

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
ASSETS
Cash and cash equivalents	$	716	$	—		$	533		$	85		$	98
Investment in subsidiaries		—		(1,595	)		(622	)		1,760			457
Other current assets		1,457		(8,298	)		6,047			2,178			1,530
Property, plant and equipment, net		1,423		—			—			748			675
Mineral leaseholds, net		1,439		—			—			796			643
Other long-term assets		476		—			(3	)		398			81
Total Assets	$	5,511	$	(9,893	)	$	5,955		$	5,965		$	3,484
LIABILITIES AND EQUITY
Current liabilities	$	467	$	(1,023	)	$	560		$	574		$	356
Long-term debt		1,605		(7,223	)		882			7,188			758
Other long-term liabilities		557		—			—			249			308
Total Liabilities		2,629		(8,246	)		1,442			8,011			1,422
Total Equity		2,882		(1,647	)		4,513			(2,046	)		2,062
Total Liabilities and Equity	$	5,511	$	(9,893	)	$	5,955		$	5,965		$	3,484

Schedule of Guarantor Subsidiaries Condensed Consolidating Statements of Cash Flows

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended December 31, 2013

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	(90	)	$	441		$	(125	)	$	(548	)	$	142
Other		427			(441	)		(116	)		1,628			(644	)
Cash provided by (used in) operating activities		337			—			(241	)		1,080			(502	)
Cash Flows from Investing Activities:
Capital expenditures		(172	)		—			—			(71	)		(101	)
Proceeds from the sale of assets		1			—			—			—			1
Cash used in investing activities		(171	)		—			—			(71	)		(100	)
Cash Flows from Financing Activities
Repayments of debt		(189	)		—			—			—			(189	)
Proceeds from borrowings		945			—			—			—			945
Debt issuance costs		(29	)		—			—			—			(29	)
Dividends paid		(115	)		—			(115	)		—			—
Proceeds from the conversion of warrants		2			—			2			—			—
Cash provided by (used in) financing activities		614			—			(113	)		—			727
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(18	)		—			—			—			(18	)
Net Increase (Decrease) in Cash and Cash Equivalents		762			—			(354	)		1,009			107
Cash and Cash Equivalents at Beginning of Period		716			—			533			85			98
Cash and Cash Equivalents at End of Period	$	1,478		$	—		$	179		$	1,094		$	205

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	1,133		$	1,529		$	(45	)	$	(384	)	$	33
Gain on bargain purchase		(1,055	)		—			(1,055	)		—			—
Other		40			(1,529	)		2,098			(14	)		(515	)
Cash provided by (used in) operating activities		118			—			998			(398	)		(482	)
Cash Flows from Investing Activities:
Capital expenditures		(166	)		—			—			(89	)		(77	)
Net cash received in acquisition of mineral sands business		114			—			114			—			—
Cash provided by (used in) investing activities		(52	)		—			114			(89	)		(77	)
Cash Flows from Financing Activities
Repayments of debt		(585	)		—			—			(481	)		(104	)
Proceeds from borrowings		1,707			—			—			960			747
Debt issuance costs		(38	)		—			—			(19	)		(19	)
Dividends paid		(61	)		—			(61	)		—			—
Proceeds from the exercise of warrants		1			—			1			—			—
Merger consideration		(193	)		—			(193	)		—			—
Class A ordinary shares repurchased		(326	)		—			(326	)		—			—
Shares purchased for the Employee Participation Plan		(15	)		—			—			—			(15	)
Cash provided by (used in) financing activities		490			—			(579	)		460			609
Effects of Exchange Rate Changes on Cash and Cash Equivalents		6			—			—			8			(2	)
Net Increase (Decrease) in Cash and Cash Equivalents		562			—			533			(19	)		48
Cash and Cash Equivalents at Beginning of Period		154			—			—			104			50
Cash and Cash Equivalents at End of Period	$	716		$	—		$	533		$	85		$	98

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	242		$	(51	)	$	—	$	247		$	46
Other		21			51			—		(36	)		6
Cash provided by operating activities		263			—			—		211			52
Cash Flows from Investing Activities:
Capital expenditures		(133	)		—			—		(125	)		(8	)
Proceeds from the sale of assets		1			—			—		1			—
Cash used in investing activities		(132	)		—			—		(124	)		(8	)
Cash Flows from Financing Activities
Repayments of debt		(45	)		—			—		(45	)		—
Proceeds from borrowings		14			—			—		14			—
Debt issuance costs and commitment fees		(5	)		—			—		(5	)		—
Proceeds from the exercise of warrants		1			—			—		1			—
Cash used in financing activities		(35	)		—			—		(35	)		—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(3	)		—			—		—			(3	)
Net Increase in Cash and Cash Equivalents		93			—			—		52			41
Cash and Cash Equivalents at Beginning of Period		61			—			—		52			9
Cash and Cash Equivalents at End of Period	$	154		$	—		$	—	$	104		$	50

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

One Months Ended January 1, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	631		$	(61	)	$	—	$	626		$	66
Reorganization items		(954	)		—			—		(954	)		—
Other		40			61			—		61			(82	)
Cash used in operating activities		(283	)		—			—		(267	)		(16	)
Cash Flows from Investing Activities:
Capital expenditures		(6	)		—			—		(6	)		—
Cash used in investing activities		(6	)		—			—		(6	)		—
Cash Flows from Financing Activities
Proceeds from borrowings		25			—			—		25			—
Debt issuance costs		(2	)		—			—		(2	)		—
Proceeds from the rights offering		185			—			—		185			—
Cash provided by financing activities		208			—			—		208			—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		—			—			—		—			—
Net Decrease in Cash and Cash Equivalents		(81	)		—			—		(65	)		(16	)
Cash and Cash Equivalents at Beginning of Period		142			—			—		117			25
Cash and Cash Equivalents at End of Period	$	61		$	—		$	—	$	52		$	9

XML

Asset Retirement Obligations - Summary of Changes in AROs (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Asset Retirement Obligation [Line Items]
Beginning balance	$ 113	$ 30
Additions		7
Accretion expense	2	5
Remeasurement/translation	(16)	7
Changes in estimates, including cost and timing of cash flows	(1)	4
Settlements/payments	(2)	(1)
AROs acquired in the Transaction		61
Ending balance	96	113
Current portion included in accrued liabilities	146	209
Asset Retirement Obligation [Member]
Asset Retirement Obligation [Line Items]
Current portion included in accrued liabilities	6	7
Noncurrent portion	$ 90	$ 106

XML

Emergence from Chapter 11

12 Months Ended

Dec. 31, 2013

Reorganizations [Abstract]

Emergence from Chapter 11

27. Emergence from Chapter 11

On January 12, 2009, the petition date, Tronox Incorporated and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 cases were consolidated for the purpose of joint administration.

In May 2009, we commenced an adversary proceeding in the Bankruptcy Court against Kerr-McGee and its new parent, Anadarko, related to the 2005 Spin-Off of Tronox (Tronox Inc. v. Anadarko (In re Tronox Inc.), 09-1198, U.S. Bankruptcy Court, Southern District New York (Manhattan)) (the “Anadarko Litigation”). Pursuant to the Plan, we assigned the rights to any pre-tax proceeds that may be recovered in the Anadarko Litigation to our creditors.

On November 30, 2010 (the “Confirmation Date”), the Bankruptcy Court entered an order confirming the Debtors’ First Amended Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, dated November 5, 2010 (as amended and confirmed, the “Plan”). Material conditions to the Plan were resolved during the period from the Confirmation Date until January 26, 2011, and subsequently, on February 14, 2011 (the “Effective Date”), the Debtors emerged from bankruptcy and continued operations as reorganized Tronox Incorporated. On June 13, 2013, the Bankruptcy Court entered a Final Decree and ordered that the bankruptcy cases, other than the adversary proceedings with Anadarko, be closed.

On December 12, 2013, the Bankruptcy Court ruled in the case of Tronox Incorporated vs. Anadarko. Ruling in favor of the plaintiff, the Bankruptcy Court found that Kerr-McGee acted with intent to delay, and hinder Tronox’s creditors when it spun off Tronox Incorporated. The court held Anadarko liable and indicated ultimate damages in the range of $5 billion to $14 billion, subject to a set off against claims that Anadarko filed as a creditor in Tronox Incorporated’s 2009 bankruptcy filing. The value of those claims will be determined following the submission of additional court papers.

Tronox will receive no immediate or direct benefit from such ruling. Instead, 88% of the judgment will go to trusts and other governmental entities to remediate polluted sites. The remaining 12 percent of any funds ultimately received will be distributed to a tort trust to compensate individuals injured as a result of Kerr-McGee’s environmental failures.

Tronox received a private letter ruling from the U.S. Internal Revenue Service confirming that the trusts that held the claims against Anadarko are grantor trusts of Tronox solely for federal income tax purposes. As a result, subject to a final damages determination by the court and potential appeal, Tronox Limited should be entitled to tax deductions equal to the amount spent by the trusts to remediate environmental matters and to compensate the injured individuals. These deductions will accrue over the life of the trusts as the funds received by the judgment are spent. Tronox believes that these expenditures and the accompanying tax deductions may continue for decades, and therefore, it expects that this tax benefit may continue for a lengthy period.

XML

Segment Information - Segment Reporting Information of Revenue and Property, Plant and Equipment (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended								11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Sales	$ 108	$ 436	$ 491	$ 525	$ 470	$ 482	$ 487	$ 429	$ 434	$ 1,543	$ 1,922	$ 1,832
Property plant and equipment and mineral leaseholds, net		2,474				2,862					2,474	2,862
Successor [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Sales										1,543	1,922	1,832
Predecessor [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Sales	108
U.S. operations [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Property plant and equipment and mineral leaseholds, net		203				196					203	196
U.S. operations [Member] | Successor [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Sales										793	793	843
U.S. operations [Member] | Predecessor [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Sales	60
South Africa [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Property plant and equipment and mineral leaseholds, net		1,008				1,263					1,008	1,263
South Africa [Member] | Successor [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Sales											481	298
South Africa [Member] | Predecessor [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Sales
Australia [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Property plant and equipment and mineral leaseholds, net		1,208				1,348					1,208	1,348
Australia [Member] | Successor [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Sales										475	424	443
Australia [Member] | Predecessor [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Sales	33
Netherlands [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Property plant and equipment and mineral leaseholds, net		55				55					55	55
Netherlands [Member] | Successor [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Sales										275	224	248
Netherlands [Member] | Predecessor [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net Sales	$ 15

XML

Other Income (Expense) - Summary of Other Income (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Component Of Other Operating Income [Line Items]
Total	$ 615	$ (10)	$ 66	$ (7)
Successor [Member]
Component Of Other Operating Income [Line Items]
Net realized and unrealized foreign currency gains (losses)		(8)	39	(8)
Net gain on liquidation of non-operating subsidiaries			24
Interest income		1	8	2
Loss on extinguishment of debt			(4)
Other		(3)	(1)	(1)
Total		(10)	66	(7)
Predecessor [Member]
Component Of Other Operating Income [Line Items]
Net realized and unrealized foreign currency gains (losses)	2
Net gain on liquidation of non-operating subsidiaries
Interest income
Loss on extinguishment of debt
Other
Total	$ 2

XML

Accrued Liabilities

12 Months Ended

Dec. 31, 2013

Payables And Accruals [Abstract]

Accrued Liabilities

14. Accrued Liabilities

	December 31,
	2013		2012
Employee-related costs and benefits	$	55	$	45
Taxes other than income taxes		44		58
Interest		22		22
Sales rebates		18		13
Unfavorable sales contracts		—		64
Other		7		7
Total	$	146	$	209

XML

Guarantor Condensed Consolidating Financial Statements

12 Months Ended

Dec. 31, 2013

Text Block [Abstract]

Guarantor Condensed Consolidating Financial Statements

28. Guarantor Condensed Consolidating Financial Statements

Our obligations under the Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by each current and future U.S. restricted subsidiary, other than excluded subsidiaries that guarantee any indebtedness of Tronox Limited or our restricted subsidiaries. Our subsidiaries that do not guarantee the Senior Notes are referred to as the “Non-Guarantor Subsidiaries.” The Guarantor Condensed Consolidating Financial Data presented below presents the statements of operations, statements of comprehensive income, balance sheets and statements of cash flow data for: (i) Tronox Limited (the “Parent Company”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis (which is derived from Tronox historical reported financial information); (ii) the Parent Company, alone (accounting for our Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on an equity basis under which the investments are recorded by each entity owning a portion of another entity at cost, adjusted for the applicable share of the subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes); (iii) the Guarantor Subsidiaries alone; and, (iv) the Non-Guarantor Subsidiaries alone.

The guarantor condensed consolidating financial statements are presented on a legal entity basis, not on a business segment basis.

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended December 31, 2013

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,922		$	(330	)	$	—		$	1,297		$	955
Cost of goods sold		1,732			(337	)		—			1,242			827
Gross Profit		190			7			—			55			128
Selling, general and administrative expenses		(187	)		4			(34	)		(113	)		(44	)
Income (Loss) from Operations		3			11			(34	)		(58	)		84
Interest and debt expense		(130	)		—			547			(644	)		(33	)
Other income (expense)		66			(43	)		1			(14	)		122
Equity in earnings of subsidiary		—			473			(473	)		—			—
Income (Loss) before Income Taxes		(61	)		441			41			(716	)		173
Income tax benefit (provision)		(29	)		—			(166	)		168			(31	)
Net Income (Loss)		(90	)		441			(125	)		(548	)		142
Income attributable to noncontrolling interest		36			—			—			36			—
Net Income (Loss) attributable to Tronox Limited	$	(126	)	$	441		$	(125	)	$	(584	)	$	142

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,832		$	(153	)	$	—		$	1,340		$	645
Cost of goods sold		1,568			(104	)		—			1,057			615
Gross Profit		264			(49	)		—			283			30
Selling, general and administrative expenses		(239	)		4			(98	)		(115	)		(30	)
Income (Loss) from Operations		25			(45	)		(98	)		168			—
Interest and debt expense		(65	)		—			297			(356	)		(6	)
Other income (expense)		(7	)		432			(95	)		(337	)		(7	)
Gain on bargain purchase		1,055			—			1,055			—			—
Equity in earnings of subsidiary		—			1,142			(1,144	)		2			—
Income (Loss) before Income Taxes		1,008			1,529			15			(523	)		(13	)
Income tax benefit (provision)		125			—			(60	)		139			46
Net Income (Loss)		1,133			1,529			(45	)		(384	)		33
Loss attributable to noncontrolling interest		(1	)		—			—			(1	)		—
Net Income (Loss) attributable to Tronox Limited	$	1,134		$	1,529		$	(45	)	$	(383	)	$	33

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	1,543		$	9		$	—	$	1,207		$	327
Cost of goods sold		1,104			22			—		856			226
Gross Profit		439			(13	)		—		351			101
Selling, general and administrative expenses		(152	)		3			—		(142	)		(13	)
Litigation/arbitration settlement		10			—			—		10			—
Environmental remediation and restoration reimbursements, net		5			—			—		5			—
Income (Loss) from Operations		302			(10	)		—		224			88
Interest and debt expense		(30	)		—			—		(20	)		(10	)
Other income (expense)		(10	)		31			—		(35	)		(6	)
Equity in earnings of subsidiary		—			(72	)		—		72			—
Income (Loss) before Income Taxes		262			(51	)		—		241			72
Income tax benefit (provision)		(20	)		—			—		6			(26	)
Net Income (Loss)	$	242		$	(51	)	$	—	$	247		$	46

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Sales	$	108		$	(23	)	$	—	$	111		$	20
Cost of goods sold		83			(22	)		—		89			16
Gross Profit		25			(1	)		—		22			4
Selling, general and administrative expenses		(5	)		1			—		(5	)		(1	)
Income from Operations		20			—			—		17			3
Interest and debt expense		(3	)		—			—		(3	)		—
Other income		615			2			—		550			63
Equity in earnings of subsidiary		—			(63	)		—		63			—
Income (Loss) before Income Taxes		632			(61	)		—		627			66
Income tax benefit (provision)		(1	)		—			—		(1	)		—
Net Income (Loss)	$	631		$	(61	)	$	—	$	626		$	66

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31, 2013

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	(90	)	$	441	$	(125	)	$	(548	)	$	142
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(289	)		—		—			23			(312	)
Pension and postretirement plans		30			—		—			26			4
Other comprehensive income (loss)		(259	)		—		—			49			(308	)
Total Comprehensive Income (Loss)		(349	)		441		(125	)		(499	)		(166	)
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income		36			—		—			36			—
Foreign currency translation adjustments		(70	)		—		—			(70	)		—
Comprehensive income (loss) attributable to noncontrolling interest		(34	)		—		—			(34	)		—
Comprehensive Income (Loss) Attributable to Tronox Limited	$	(315	)	$	441	$	(125	)	$	(465	)	$	(166	)

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	1,133		$	1,529	$	(45	)	$	(384	)	$	33
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		11			19		—			(2	)		(6	)
Pension and postretirement plans		(48	)		—		—			(47	)		(1	)
Other comprehensive income (loss)		(37	)		19		—			(49	)		(7	)
Total Comprehensive Income (Loss)		1,096			1,548		(45	)		(433	)		26
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net loss		(1	)		—		—			(1	)		—
Foreign currency translation adjustments		1			—		—			1			—
Comprehensive income (loss) attributable to noncontrolling interest		—			—		—			—			—
Comprehensive Income (Loss) Attributable to Tronox Limited	$	1,096		$	1,548	$	(45	)	$	(433	)	$	26

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	242		$	(51	)	$	—	$	247		$	46
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(6	)		—			—		(130	)		124
Pension and postretirement plans		(51	)		—			—		(37	)		(14	)
Other comprehensive income (loss)		(57	)		—			—		(167	)		110
Total Comprehensive Income (Loss)	$	185		$	(51	)	$	—	$	80		$	156

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

One Month Ended January 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries
Net Income (Loss):
Net Income (Loss)	$	631		$	(61	)	$	—	$	626	$	66
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		1			—			—		—		1
Pension and postretirement plans		(1	)		—			—		—		(1	)
Other comprehensive income (loss)		—			—			—		—		—
Total Comprehensive Income (Loss)	$	631		$	(61	)	$	—	$	626	$	66

GUARANTOR CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2013

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
ASSETS
Cash and cash equivalents	$	1,478	$	—		$	179		$	1,094		$	205
Investment in subsidiaries		—		(952	)		(1,095	)		1,590			457
Other current assets		1,175		(9,645	)		6,599			2,125			2,096
Property, plant and equipment, net		1,258		—			—			710			548
Mineral leaseholds, net		1,216		—			—			701			515
Other long-term assets		572		—			88			376			108
Total Assets	$	5,699	$	(10,597	)	$	5,771		$	6,596		$	3,929
LIABILITIES AND EQUITY
Current liabilities	$	363	$	(2,333	)	$	658		$	1,801		$	237
Long-term debt		2,395		(7,268	)		825			7,272			1,566
Other long-term liabilities		504		—			—			236			268
Total Liabilities		3,262		(9,601	)		1,483			9,309			2,071
Total Equity		2,437		(996	)		4,288			(2,713	)		1,858
Total Liabilities and Equity	$	5,699	$	(10,597	)	$	5,771		$	6,596		$	3,929

GUARANTOR CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2012

(Millions of U.S. dollars)

	Consolidated		Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
ASSETS
Cash and cash equivalents	$	716	$	—		$	533		$	85		$	98
Investment in subsidiaries		—		(1,595	)		(622	)		1,760			457
Other current assets		1,457		(8,298	)		6,047			2,178			1,530
Property, plant and equipment, net		1,423		—			—			748			675
Mineral leaseholds, net		1,439		—			—			796			643
Other long-term assets		476		—			(3	)		398			81
Total Assets	$	5,511	$	(9,893	)	$	5,955		$	5,965		$	3,484
LIABILITIES AND EQUITY
Current liabilities	$	467	$	(1,023	)	$	560		$	574		$	356
Long-term debt		1,605		(7,223	)		882			7,188			758
Other long-term liabilities		557		—			—			249			308
Total Liabilities		2,629		(8,246	)		1,442			8,011			1,422
Total Equity		2,882		(1,647	)		4,513			(2,046	)		2,062
Total Liabilities and Equity	$	5,511	$	(9,893	)	$	5,955		$	5,965		$	3,484

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended December 31, 2013

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	(90	)	$	441		$	(125	)	$	(548	)	$	142
Other		427			(441	)		(116	)		1,628			(644	)
Cash provided by (used in) operating activities		337			—			(241	)		1,080			(502	)
Cash Flows from Investing Activities:
Capital expenditures		(172	)		—			—			(71	)		(101	)
Proceeds from the sale of assets		1			—			—			—			1
Cash used in investing activities		(171	)		—			—			(71	)		(100	)
Cash Flows from Financing Activities
Repayments of debt		(189	)		—			—			—			(189	)
Proceeds from borrowings		945			—			—			—			945
Debt issuance costs		(29	)		—			—			—			(29	)
Dividends paid		(115	)		—			(115	)		—			—
Proceeds from the conversion of warrants		2			—			2			—			—
Cash provided by (used in) financing activities		614			—			(113	)		—			727
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(18	)		—			—			—			(18	)
Net Increase (Decrease) in Cash and Cash Equivalents		762			—			(354	)		1,009			107
Cash and Cash Equivalents at Beginning of Period		716			—			533			85			98
Cash and Cash Equivalents at End of Period	$	1,478		$	—		$	179		$	1,094		$	205

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended December 31, 2012

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	1,133		$	1,529		$	(45	)	$	(384	)	$	33
Gain on bargain purchase		(1,055	)		—			(1,055	)		—			—
Other		40			(1,529	)		2,098			(14	)		(515	)
Cash provided by (used in) operating activities		118			—			998			(398	)		(482	)
Cash Flows from Investing Activities:
Capital expenditures		(166	)		—			—			(89	)		(77	)
Net cash received in acquisition of mineral sands business		114			—			114			—			—
Cash provided by (used in) investing activities		(52	)		—			114			(89	)		(77	)
Cash Flows from Financing Activities
Repayments of debt		(585	)		—			—			(481	)		(104	)
Proceeds from borrowings		1,707			—			—			960			747
Debt issuance costs		(38	)		—			—			(19	)		(19	)
Dividends paid		(61	)		—			(61	)		—			—
Proceeds from the exercise of warrants		1			—			1			—			—
Merger consideration		(193	)		—			(193	)		—			—
Class A ordinary shares repurchased		(326	)		—			(326	)		—			—
Shares purchased for the Employee Participation Plan		(15	)		—			—			—			(15	)
Cash provided by (used in) financing activities		490			—			(579	)		460			609
Effects of Exchange Rate Changes on Cash and Cash Equivalents		6			—			—			8			(2	)
Net Increase (Decrease) in Cash and Cash Equivalents		562			—			533			(19	)		48
Cash and Cash Equivalents at Beginning of Period		154			—			—			104			50
Cash and Cash Equivalents at End of Period	$	716		$	—		$	533		$	85		$	98

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Eleven Months Ended December 31, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	242		$	(51	)	$	—	$	247		$	46
Other		21			51			—		(36	)		6
Cash provided by operating activities		263			—			—		211			52
Cash Flows from Investing Activities:
Capital expenditures		(133	)		—			—		(125	)		(8	)
Proceeds from the sale of assets		1			—			—		1			—
Cash used in investing activities		(132	)		—			—		(124	)		(8	)
Cash Flows from Financing Activities
Repayments of debt		(45	)		—			—		(45	)		—
Proceeds from borrowings		14			—			—		14			—
Debt issuance costs and commitment fees		(5	)		—			—		(5	)		—
Proceeds from the exercise of warrants		1			—			—		1			—
Cash used in financing activities		(35	)		—			—		(35	)		—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(3	)		—			—		—			(3	)
Net Increase in Cash and Cash Equivalents		93			—			—		52			41
Cash and Cash Equivalents at Beginning of Period		61			—			—		52			9
Cash and Cash Equivalents at End of Period	$	154		$	—		$	—	$	104		$	50

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

One Months Ended January 1, 2011

(Millions of U.S. dollars)

	Consolidated			Eliminations			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries
Cash Flows from Operating Activities
Net income (loss)	$	631		$	(61	)	$	—	$	626		$	66
Reorganization items		(954	)		—			—		(954	)		—
Other		40			61			—		61			(82	)
Cash used in operating activities		(283	)		—			—		(267	)		(16	)
Cash Flows from Investing Activities:
Capital expenditures		(6	)		—			—		(6	)		—
Cash used in investing activities		(6	)		—			—		(6	)		—
Cash Flows from Financing Activities
Proceeds from borrowings		25			—			—		25			—
Debt issuance costs		(2	)		—			—		(2	)		—
Proceeds from the rights offering		185			—			—		185			—
Cash provided by financing activities		208			—			—		208			—
Effects of Exchange Rate Changes on Cash and Cash Equivalents		—			—			—		—			—
Net Decrease in Cash and Cash Equivalents		(81	)		—			—		(65	)		(16	)
Cash and Cash Equivalents at Beginning of Period		142			—			—		117			25
Cash and Cash Equivalents at End of Period	$	61		$	—		$	—	$	52		$	9

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Debt - Summary of Interest and Debt Expense (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
Total interest and debt expense	$ 3	$ 30	$ 130	$ 65
Successor [Member]
Debt Disclosure [Abstract]
Bank borrowings		29	122	53
Amortization of deferred debt issuance costs and discounts on debt		1	9	10
Other		1	4	4
Capitalized interest		(1)	(5)	(2)
Total interest and debt expense		30	130	65
Predecessor [Member]
Debt Disclosure [Abstract]
Bank borrowings	3
Amortization of deferred debt issuance costs and discounts on debt
Other
Capitalized interest
Total interest and debt expense	$ 3

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Pension and Other Postretirement Healthcare Benefits - Weighted Average Assumptions Used to Determine Actuarial Present Value (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Discount rate
South Africa [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	10.14%	9.45%
United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.50%	3.75%	4.50%
Netherlands [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	3.50%	3.50%	5.25%
Rate of compensation increases	3.25%	3.50%	3.50%

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Asset Retirement Obligations

12 Months Ended

Dec. 31, 2013

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations

16. Asset Retirement Obligations

Asset retirement obligations (“AROs”) consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. A summary of the changes in AROs during 2013 and 2012 is as follows:

	Year Ended December 31,
	2013			2012
Beginning balance	$	113		$	30
Additions		—			7
Accretion expense		2			5
Remeasurement/translation		(16	)		7
Changes in estimates, including cost and timing of cash flows		(1	)		4
Settlements/payments		(2	)		(1	)
AROs acquired in the Transaction		—			61
Ending balance	$	96		$	113
Current portion included in accrued liabilities	$	6		$	7
Noncurrent portion	$	90		$	106

We used the following assumptions in determining asset retirement obligations at December 31, 2013: inflation rates between 2.5%-5.3% per year; credit adjusted risk-free interest rates between 4.52%-7%; and the life of mines between 11-39 years.

Environmental Rehabilitation Trust

In accordance with applicable regulations, we have established an environmental rehabilitation trust for the prospecting and mining operations in South Africa, which receives, holds, and invests funds for the rehabilitation or management of asset retirement obligations. The trustees of the fund are appointed by us, and consist of sufficiently qualified employees capable of fulfilling their fiduciary duties. At December 31, 2013 and 2012, the environmental rehabilitation trust assets were $22 million and $20 million, respectively, which were recorded in “Other long-term assets” on the Consolidated Balance Sheets.

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Income Taxes - Schedule of Income Tax Benefit (Provision) (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Income Tax Expense Benefit [Line Items]
Income tax benefit (provision)	$ (1)	$ (20)	$ (29)	$ 125
Successor [Member]
Income Tax Expense Benefit [Line Items]
Current, Australian		(1)	(11)	(28)
Deferred, Australian		(4)	35	124
Current, U.S. Federal & State			(24)	(9)
Deferred, U.S. Federal & State			1
Current, Other		(14)	1
Deferred, Other		(1)	(31)	38
Income tax benefit (provision)		(20)	(29)	125
Predecessor [Member]
Income Tax Expense Benefit [Line Items]
Deferred, Australian	(1)
Income tax benefit (provision)	$ (1)

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Noncontrolling Interest - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2013
Noncontrolling Interest [Line Items]
Percentage of exchange interest additional shares	3.20%
Exxaro [Member]
Noncontrolling Interest [Line Items]
Retained ownership interest	26.00%
Exxaro Sands [Member]
Noncontrolling Interest [Line Items]
Retained ownership interest	26.00%
Other Non-Operating Subsidiaries [Member]
Noncontrolling Interest [Line Items]
Retained ownership interest	26.00%

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Cash Flows from Operating Activities:
Net income (loss)	$ 631	$ 242	$ (90)	$ 1,133
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Gain on bargain purchase				(1,055)
Changes in assets and liabilities (net of effects of acquisition):
Cash provided by (used in) operating activities	(283)	263	337	118
Cash Flows from Investing Activities:
Capital expenditures	(6)	(133)	(172)	(166)
Proceeds from the sale of assets		1	1
Net cash received in acquisition of minerals sands business				114
Cash used in investing activities	(6)	(132)	(171)	(52)
Cash Flows from Financing Activities:
Repayments of debt		(45)	(189)	(585)
Proceeds from borrowings	25	14	945	1,707
Debt issuance costs and commitment fees	(2)	(5)	(29)	(38)
Dividends paid			(115)	(61)
Merger consideration				(193)
Class A ordinary share repurchases				(326)
Class A ordinary shares purchased for the Employee Participation Plan				(15)
Cash provided by (used in) financing activities	208	(35)	614	490
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(3)	(18)	6
Net Increase (Decrease) in Cash and Cash Equivalents	(81)	93	762	562
Cash and Cash Equivalents at Beginning of Period	142	61	716	154
Cash and Cash Equivalents at End of Period	61	154	1,478	716
Successor [Member]
Cash Flows from Operating Activities:
Net income (loss)		242	(90)	1,133
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization		79	333	211
Deferred income taxes		4	33	(162)
Share-based compensation expense		14	17	32
Amortization of deferred debt issuance costs and discount on debt		1	9	10
Pension and postretirement healthcare benefit expense		5	9	6
Gain on bargain purchase				(1,055)
Other noncash items affecting net income (loss)		(7)	(57)	201
Reorganization items
Noncash reorganization items
Cash paid for reorganization items
Environmental and tort settlement funding
Contributions to employee pension and postretirement plans		(8)	(6)	(31)
Changes in assets and liabilities (net of effects of acquisition):
(Increase) decrease in accounts receivable		(58)	58	83
(Increase) decrease in inventories		(64)	75	(222)
(Increase) decrease in prepaid and other assets		28	(17)	16
Increase (decrease) in accounts payable and accrued liabilities		(28)	(11)	(107)
Increase (decrease) in taxes payable		26	(25)	2
Other, net		29	9	1
Cash provided by (used in) operating activities		263	337	118
Cash Flows from Investing Activities:
Capital expenditures		(133)	(172)	(166)
Proceeds from the sale of assets		1	1
Net cash received in acquisition of minerals sands business				114
Cash used in investing activities		(132)	(171)	(52)
Cash Flows from Financing Activities:
Repayments of debt		(45)	(189)	(585)
Proceeds from borrowings		14	945	1,707
Debt issuance costs and commitment fees		(5)	(29)	(38)
Dividends paid			(115)	(61)
Proceeds from the exercise of warrants and options		1	2	1
Merger consideration				(193)
Class A ordinary share repurchases				(326)
Class A ordinary shares purchased for the Employee Participation Plan				(15)
Proceeds from rights offering
Cash provided by (used in) financing activities		(35)	614	490
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(3)	(18)	6
Net Increase (Decrease) in Cash and Cash Equivalents		93	762	562
Cash and Cash Equivalents at Beginning of Period		61	716	154
Cash and Cash Equivalents at End of Period		154	1,478	716
Supplemental Cash Flow Information:
Interest paid		29	123	34
Income taxes paid		8	25	26
Predecessor [Member]
Cash Flows from Operating Activities:
Net income (loss)	631
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	4
Deferred income taxes	1
Share-based compensation expense
Amortization of deferred debt issuance costs and discount on debt
Pension and postretirement healthcare benefit expense
Gain on bargain purchase
Other noncash items affecting net income (loss)
Reorganization items
Noncash reorganization items	(637)
Cash paid for reorganization items	(31)
Environmental and tort settlement funding	(286)
Contributions to employee pension and postretirement plans
Changes in assets and liabilities (net of effects of acquisition):
(Increase) decrease in accounts receivable	(10)
(Increase) decrease in inventories	(15)
(Increase) decrease in prepaid and other assets	36
Increase (decrease) in accounts payable and accrued liabilities	24
Increase (decrease) in taxes payable
Other, net
Cash provided by (used in) operating activities	(283)
Cash Flows from Investing Activities:
Capital expenditures	(6)
Proceeds from the sale of assets
Net cash received in acquisition of minerals sands business
Cash used in investing activities	(6)
Cash Flows from Financing Activities:
Repayments of debt
Proceeds from borrowings	25
Debt issuance costs and commitment fees	(2)
Dividends paid
Proceeds from the exercise of warrants and options
Merger consideration
Class A ordinary share repurchases
Class A ordinary shares purchased for the Employee Participation Plan
Proceeds from rights offering	185
Cash provided by (used in) financing activities	208
Effects of Exchange Rate Changes on Cash and Cash Equivalents
Net Increase (Decrease) in Cash and Cash Equivalents	(81)
Cash and Cash Equivalents at Beginning of Period	142
Cash and Cash Equivalents at End of Period	61
Supplemental Cash Flow Information:
Interest paid	3
Income taxes paid

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) In Millions, unless otherwise specified	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Net income (loss)	$ 631	$ 242	$ (90)	$ 1,133
Retirement and postretirement plans:
Other comprehensive loss		(57)	(259)	(37)
Total Comprehensive Income (Loss)	631	185	(349)	1,096
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income (loss) attributable to noncontrolling interest			36	(1)
Comprehensive income (loss) attributable to noncontrolling interest			(34)
Comprehensive Income (Loss) Attributable to Tronox Limited			(315)	1,096
Successor [Member]
Net income (loss)		242	(90)	1,133
Other Comprehensive Income (Loss):
Foreign currency translation adjustments		(6)	(289)	11
Retirement and postretirement plans:
Actuarial gains (losses), net of taxes of $1 million in 2013, $7 million in 2012 and $2 million in 2011		(51)	25	(48)
Amortization of unrecognized actuarial losses, net of taxes of less than $1 million in 2013			2
Prior service credit, net of taxes of $1 million in 2013			3
Amortization of prior service credit, net of taxes of less than $1 million in 2011
Other comprehensive loss		(57)	(259)	(37)
Total Comprehensive Income (Loss)		185	(349)	1,096
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income (loss) attributable to noncontrolling interest			36	(1)
Foreign currency translation adjustments			(70)	1
Comprehensive income (loss) attributable to noncontrolling interest			(34)
Comprehensive Income (Loss) Attributable to Tronox Limited		185	(315)	1,096
Predecessor [Member]
Net income (loss)	631
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	1
Retirement and postretirement plans:
Actuarial gains (losses), net of taxes of $1 million in 2013, $7 million in 2012 and $2 million in 2011
Amortization of unrecognized actuarial losses, net of taxes of less than $1 million in 2013
Prior service credit, net of taxes of $1 million in 2013
Amortization of prior service credit, net of taxes of less than $1 million in 2011	(1)
Other comprehensive loss
Total Comprehensive Income (Loss)	631
Comprehensive Income (Loss) Attributable to Noncontrolling Interest:
Net income (loss) attributable to noncontrolling interest
Foreign currency translation adjustments
Comprehensive income (loss) attributable to noncontrolling interest
Comprehensive Income (Loss) Attributable to Tronox Limited	$ 631

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Accounts Receivable

12 Months Ended

Dec. 31, 2013

Receivables [Abstract]

Accounts Receivable

9. Accounts Receivable

	December 31,
	2013			2012
Trade receivables	$	304		$	371
Other		6			23
Gross		310			394
Allowance for doubtful accounts		(2	)		(3	)
Net	$	308		$	391

Bad debt expense recorded on the Consolidated Statements of Operations was $1 million for each of the years ended December 31, 2013, 2012 and 2011.

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Commitments and Contingencies - Summary of Minimum Rental Commitments Under Non-Cancelable Operating Leases (Detail) (USD $)	Dec. 31, 2013
Commitments And Contingencies Disclosure [Abstract]
2014	$ 43
2015	29
2016	10
2017	10
2018	6
Thereafter	6
Total	$ 104

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Debt - Scheduled Maturities of Company's Long-Term Debt (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
2014	$ 18
2015	18
2016	16
2017	16
2018	16
Thereafter	2,340
Total	2,424
Remaining accretion associated with the Term Loan	(11)	(6)
Total borrowings	$ 2,413	$ 1,615

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Debt - Long-Term Debt (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Total debt	$ 2,413	$ 1,615
Less: Long-term debt due in one year	(18)	(10)
Long-term debt	2,395	1,605
Term Loan [Member]
Debt Instrument [Line Items]
Initial Principal Amount	1,500
Maturity Date	Mar. 19, 2020
Total debt	1,482
Notes [Member]
Debt Instrument [Line Items]
Initial Principal Amount	900
Maturity Date	Aug. 15, 2020
Total debt	900	900
Term Facility [Member]
Debt Instrument [Line Items]
Initial Principal Amount	700
Maturity Date	Feb. 08, 2018
Total debt		691
Co-generation Unit Financing Arrangement [Member]
Debt Instrument [Line Items]
Initial Principal Amount	16
Maturity Date	Feb. 01, 2016
Total debt	6	10
Lease Financing [Member]
Debt Instrument [Line Items]
Total debt	$ 25	$ 14

XML

Pension and Other Postretirement Healthcare Benefits - Weighted Average Assumptions Used to Determine Net Periodic Cost (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Discount rate
United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.50%	3.75%	4.50%
United States [Member] | Net Periodic Cost [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	3.75%	4.50%	5.25%
Expected return on plan assets	5.30%	5.75%	6.44%
Netherlands [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	3.50%	3.50%	5.25%
Rate of compensation increases	3.25%	3.50%	3.50%
Netherlands [Member] | Net Periodic Cost [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	3.50%	5.25%	5.25%
Expected return on plan assets	4.75%	5.25%	5.25%
Rate of compensation increases	3.50%	3.50%	3.50%

XML

Segment Information - Schedule of Depreciation, Amortization and Depletion by Segment (Detail) (USD $) In Millions, unless otherwise specified	11 Months Ended	12 Months Ended		11 Months Ended	12 Months Ended		11 Months Ended	12 Months Ended		11 Months Ended	12 Months Ended		1 Months Ended
	Dec. 31, 2011 Successor [Member]	Dec. 31, 2013 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member] Mineral Sands Business [Member]	Dec. 31, 2013 Successor [Member] Mineral Sands Business [Member]	Dec. 31, 2012 Successor [Member] Mineral Sands Business [Member]	Dec. 31, 2011 Successor [Member] Pigment [Member]	Dec. 31, 2013 Successor [Member] Pigment [Member]	Dec. 31, 2012 Successor [Member] Pigment [Member]	Dec. 31, 2011 Successor [Member] Corporate And Other [Member]	Dec. 31, 2013 Successor [Member] Corporate And Other [Member]	Dec. 31, 2012 Successor [Member] Corporate And Other [Member]	Jan. 31, 2011 Predecessor [Member]	Jan. 31, 2011 Predecessor [Member] Mineral Sands Business [Member]	Jan. 31, 2011 Predecessor [Member] Pigment [Member]	Jan. 31, 2011 Predecessor [Member] Corporate And Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Depreciation, depletion and amortization	$ 79	$ 333	$ 211		$ 234	$ 125	$ 67	$ 83	$ 71	$ 12	$ 16	$ 15	$ 4		$ 3	$ 1

XML

Pension and Other Postretirement Healthcare Benefits - Summary of Expected Benefit Payments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
2014	$ 28
2015	27
2016	27
2017	26
2018	26
2019- 2023	127
Retirement Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
2014	32
2015	31
2016	30
2017	30
2018	30
2019- 2023	150
Postretirement Healthcare Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
2014	1
2015	1
2016	1
2017	1
2018	1
2019- 2023	$ 7

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Jun. 28, 2013	Jan. 31, 2014 Class A common stock [Member]	Jan. 31, 2014 Class B common stock [Member]
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Trading Symbol	TROX
Entity Registrant Name	Tronox Ltd
Entity Central Index Key	0001530804
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding			62,369,715	51,154,280
Entity Public Float		$ 2,286,134,531

XML

Pension and Other Postretirement Healthcare Benefits - Summary of Fair Value of Pension Investments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
U.S. Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds	$ 272	$ 286
U.S. Pension [Member] | Commingled Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	141	137
U.S. Pension [Member] | Commingled Cash Equivalents Fund [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	3	3
U.S. Pension [Member] | Mortgages [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	10	16
U.S. Pension [Member] | Government [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	11	12
U.S. Pension [Member] | Corporate [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	3	8
U.S. Pension [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds	10	11
U.S. Pension [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Government [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	10	11
U.S. Pension [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds	262	275
U.S. Pension [Member] | Significant Other Observable Inputs (Level 2) [Member] | Commingled Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	141	137
U.S. Pension [Member] | Significant Other Observable Inputs (Level 2) [Member] | Commingled Cash Equivalents Fund [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	3	3
U.S. Pension [Member] | Significant Other Observable Inputs (Level 2) [Member] | Mortgages [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	10	16
U.S. Pension [Member] | Significant Other Observable Inputs (Level 2) [Member] | Government [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	1	1
U.S. Pension [Member] | Significant Other Observable Inputs (Level 2) [Member] | Corporate [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	3	8
U.S. Pension [Member] | Commingled Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	104	110
U.S. Pension [Member] | Commingled Equity Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments	104	110
U.S. Pension [Member] | Commingled Equity Funds [Member] | U.S. Level 3 Assets [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension investments
Netherlands Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds	126	112
Netherlands Pension [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds	126	112
Netherlands Pension [Member] | Equity securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds	48	46
Netherlands Pension [Member] | Equity securities [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds
Netherlands Pension [Member] | Equity securities [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds	48	46
Netherlands Pension [Member] | Equity securities [Member] | U.S. Level 3 Assets [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds
Netherlands Pension [Member] | Debt securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds	70	60
Netherlands Pension [Member] | Debt securities [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds	70	60
Netherlands Pension [Member] | Cash [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds	8	6
Netherlands Pension [Member] | Cash [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value measurement of Non-US Pooled Funds	$ 8	$ 6

XML

Inventories

12 Months Ended

Dec. 31, 2013

Inventory Disclosure [Abstract]

Inventories

10. Inventories

	December 31,
	2013		2012
Raw materials	$	191	$	221
Work-in-process		45		99
Finished goods		417		477
Materials and supplies, net (1)		106		117
Total	$	759	$	914

(1) Consists of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of our products.

Finished goods includes inventory on consignment to others of approximately $48 million and $42 million at December 31, 2013 and 2012, respectively. At December 31, 2013 and 2012, inventory obsolescence reserves were $13 million and $11 million, respectively.

XML

Inventories - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Inventory Disclosure [Abstract]
Inventory on consignment to others	$ 48	$ 42
Inventory obsolescence reserves	$ 13	$ 11

XML

Debt - Additional Information (Detail) In Millions, except Per Share data, unless otherwise specified	12 Months Ended				12 Months Ended		12 Months Ended			12 Months Ended		12 Months Ended		12 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Jun. 30, 2013 USD ($)	Aug. 20, 2012 USD ($)	Dec. 31, 2013 Term Loan [Member]	Dec. 31, 2013 Term Loan [Member] Significant Other Observable Inputs (Level 2) [Member] USD ($)	Dec. 31, 2013 Notes [Member]	Dec. 31, 2013 Notes [Member] Significant Other Observable Inputs (Level 2) [Member] USD ($)	Dec. 31, 2012 Notes [Member] Significant Other Observable Inputs (Level 2) [Member] USD ($)	Dec. 31, 2013 Term Facility [Member] USD ($)	Dec. 31, 2012 Term Facility [Member] Significant Other Observable Inputs (Level 2) [Member] USD ($)	Dec. 31, 2013 Financial Covenant [Member]	Dec. 31, 2013 Debt Covenants [Member] USD ($)	Dec. 31, 2013 UBS Revolver [Member] USD ($)	Dec. 31, 2013 UBS Revolver [Member] Minimum [Member]	Dec. 31, 2013 UBS Revolver [Member] Maximum [Member]	Dec. 31, 2013 ABSA Revolver [Member] USD ($)	Dec. 31, 2013 ABSA Revolver [Member] ZAR	Dec. 31, 2012 ABSA Revolver [Member] USD ($)	Dec. 31, 2012 ABSA Revolver [Member] ZAR
Line of Credit Facility [Line Items]
Principal borrowing amount														$ 300			$ 86	900
Borrowing base														210
Variable Rate description														LIBOR rate for a one-month period plus 1%
Additional Percentage margin of LIBOR rate					2.50%									1.00%	0.50%	1.00%	3.50%	3.50%
The Federal funds effective rate plus														0.50%
Applicable margin ranges for borrowings														1.50%
Borrowings at the adjusted LIBOR rate														2.00%
Maturity date of revolving credit facility with ABSA bank limited							Aug. 15, 2020			Feb. 08, 2018							Jun. 14, 2017	Jun. 14, 2017
Repayment																			30	250
Principal borrowing amount	900		900	900
Senior notes percentage due 2020	6.375%
Aggregate amount of existing notes outstanding			1
Senior notes bear interest rate sold at par value	6.375%
Weighted average interest rate	15.00%
Net assets recorded under capital leases	23	9
Payments on capital leases	1	1
Fair value of term loan						1,524		924	910		709
Leverage ratio												2
Payment of dividend													$ 0.25
Deferred debt issuance costs	$ 57	$ 38								$ 11

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) In Millions, unless otherwise specified	11 Months Ended	12 Months Ended		1 Months Ended
	Dec. 31, 2011 Successor [Member]	Dec. 31, 2013 Successor [Member]	Dec. 31, 2012 Successor [Member]	Jan. 31, 2011 Predecessor [Member] Maximum [Member]
Actuarial losses, tax	$ 2	$ 1	$ 7
Amortization of actuarial loss, tax		1
Amortization of prior service credit		1
Amortization of prior service credit, tax				$ 1

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Recent Accounting Pronouncements

12 Months Ended

Dec. 31, 2013

Accounting Changes And Error Corrections [Abstract]

Recent Accounting Pronouncements

4. Recent Accounting Pronouncements

In March 2013, the Financial Accounting Standards Board (the “FASB”) issued accounting standards update (“ASU”) 2013-5, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, which addresses the treatment of the cumulative translation adjustment into net income when a parent either sells or liquidates a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. This guidance is effective prospectively for periods beginning after December 15, 2013; however early adoption is permitted. The adoption of this guidance is not anticipated to have a significant impact on our consolidated financial statements.

During 2013, we adopted ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires the presentation of the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, if the item is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

During 2013, we adopted ASU 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, to clarify previously issued guidance related to derivatives that are either offset or subject to an enforceable master netting arrangement or similar agreement. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Significant Accounting Policies

3. Significant Accounting Policies

Foreign Currency

The U.S. dollar is the functional currency for our operations, except for our South African operations, whose function currency is the Rand, and our European operations, whose function currency is the Euro. We determine the functional currency of each subsidiary based on a number of factors, including the predominant currency for revenues, expenditures and borrowings. Adjustments from the remeasurement of non-functional currency monetary assets and liabilities are recorded in “Other income (expense)” on the Consolidated Statements of Operations. When the subsidiary’s functional currency is not the U.S. dollar, translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are recorded in “Accumulated other comprehensive loss” on the Consolidated Balance Sheets.

Gains and losses on intercompany foreign currency transactions that are not expected to be settled in the foreseeable future are reported in the same manner as translation adjustments.

Revenue Recognition

Revenue is recognized when risk of loss and title to the product is transferred to the customer, pricing is fixed or determinable, and collection is reasonably assured. All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are reported as net sales. Accruals are made for sales returns and other allowances based on our historical experience.

Cost of Goods Sold

Cost of goods sold includes costs for purchasing, receiving, manufacturing, and distributing products, including raw materials, energy, labor, depreciation, shipping and handling, freight, warehousing, and other production costs.

Research and Development

Research and development costs, which include salaries, building costs, utilities, administrative expenses, and allocations of corporate costs, were $10 million, $9 million, and $9 million during 2013, 2012, and 2011, respectively, and were expensed as incurred.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs related to marketing, agent commissions, and legal and administrative functions such as corporate management, human resources, information technology, investor relations, accounting, treasury, and tax compliance.

Income Taxes

We use the asset and liability method of accounting for income taxes. The estimation of the amounts of income taxes involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings, and uncertain tax positions.

Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. We periodically assess the likelihood that we will be able to recover our deferred tax assets, and reflect any changes in our estimates in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate. All available positive and negative evidence is weighted to determine whether a valuation allowance should be recorded.

The amount of income taxes we pay is subject to ongoing audits by federal, state, and foreign tax authorities, which may result in proposed assessments. Our estimate for the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions, and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized. See Note 6.

Earnings per Share

Basic and diluted earnings per share are calculated using the two-class method. Under the two-class method, earnings used to determine basic earnings per share are reduced by an amount allocated to participating securities. Participating securities include restricted shares issued under the Tronox Management Equity Incentive Plan (see Note 21) and the T-Bucks Employee Participation Plan (see Note 21), both of which contain non-forfeitable dividend rights. Our unexercised options, unexercised Series A and Series B Warrants (see Note 19), and unvested restricted share units do not contain non-forfeitable rights to dividends and, as such, are not considered in the calculation of basic earnings per share. Our unvested restricted shares do not have a contractual obligation to share in losses; therefore, when we record a net loss, none of the loss is allocated to participating securities. Consequently, in periods of net loss, the two class method does not have an effect on basic loss per share.

Diluted earnings per share is calculated by dividing net earnings allocable to ordinary shares by the weighted-average number of ordinary shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating restricted share units, options, and Series A and Series B Warrants. The options and Series A and Series B Warrants are included in the calculation of diluted earnings per ordinary share utilizing the treasury stock method. See Note 7.

Fair Value Measurement

We measure fair value on a recurring basis utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and consider counterparty credit risk in our assessment of fair value. The fair value hierarchy is as follows:

• Level 1 – Quoted prices in active markets for identical assets and liabilities;

• Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and,

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

See Note 8.

Cash and Cash Equivalents

We consider all investments with original maturities of three months or less to be cash equivalents. We maintain cash and cash equivalents in bank deposit and money market accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are generally highly rated and geographically dispersed, and we have a policy to limit the amount of credit exposure with any one institution. We have not experienced any losses in such accounts and believe we are not exposed to significant credit risk.

Accounts Receivable

A significant portion of our liquidity is concentrated in trade accounts receivable that arise from sales of TiO₂ and titanium feedstock to customers in the TiO₂ industry. The industry concentration has the potential to impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic, industry or other conditions. In addition, due to our international operations, we are subject to potential trade restrictions and sovereign risk in certain countries we operate in. We perform credit evaluations of our customers, and take actions deemed appropriate to mitigate credit risk. Only in certain specific occasions do we require collateral in the form of bank or parental guarantees or guarantee payments. We maintain allowances for potential credit losses based on historical experience resulting in monthly reserve positions relating to a percentage taken from the overall outstanding balances. See Note 9.

Inventories

Pigment inventories are stated at the lower of actual cost or market, net of allowances for obsolete and slow-moving inventory. The cost of finished goods inventories is determined using the first-in, first-out method. Carrying values include material costs, labor, and associated indirect manufacturing expenses. Costs for materials and supplies, excluding ore, are determined by average cost to acquire. Raw materials are carried at actual cost. Mineral Sands inventories are stated at a weighted-average cost of production. We periodically review the cost of our inventory in comparison to its net realizable value. We also periodically review our inventory for obsolescence (inventory that is no longer marketable for its intended use). In either case, we record any write-down equal to the difference between the cost of inventory and its estimated net realizable value based on assumptions about alternative uses, market conditions and other factors. See Note 10.

Long Lived Assets

Property, plant and equipment, net is stated at cost less accumulated depreciation, and is depreciated over its estimated useful life using the straight-line method as follows:

Land improvements	10 — 20 years
Buildings	10 — 40 years
Machinery and equipment	3 — 25 years
Furniture and fixtures	10 years

Maintenance and repairs are expensed as incurred, except for costs of replacements or renewals that improve or extend the lives of existing properties, which are capitalized. Upon retirement or sale, the cost and related accumulated depreciation are removed from the respective account, and any resulting gain or loss is included in “Cost of goods sold” or “Selling, general, and administrative expenses” on the Consolidated Statements of Operations. See Note 11.

We capitalize interest costs on major projects that require an extended period of time to complete. See Note 15.

Mineral property acquisition costs are capitalized as tangible assets when management determines that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and anticipated exploration and development expenditures. Mineral leaseholds are depleted over their useful lives as determined under the units of production method. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property through the commencement of production are capitalized. See Note 12.

Intangible assets are stated at cost less accumulated amortization, and are amortized on a straight-line basis over their estimated useful lives, which range from 5 to 20 years. See Note 13.

We evaluate the recoverability of the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, we assess whether the projected undiscounted cash flows of our long-lived assets are sufficient to recover the existing unamortized cost of our long-lived assets. If the undiscounted projected cash flows are not sufficient, we calculate the impairment amount by discounting the projected cash flows using our weighted-average cost of capital. The amount of the impairment is written off against earnings in the period in which the impairment is determined.

Long-term Debt

Long-term debt is stated net of unamortized original issue premium or discount. Premiums or discounts are amortized on the effective interest method with amortization expense recorded in “Interest and debt expense” on the Consolidated Statements of Operations. Deferred debt issuance costs are recorded in “Other long-term assets” on the Consolidated Balance Sheets, and are amortized on the effective interest method with amortization expense recorded in “Interest and debt expense” on the Consolidated Statements of Operations. See Note 15.

Asset Retirement Obligations

Asset retirement obligations are recorded at their estimated fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at our credit-adjusted risk-free interest rate, which are considered Level 2 inputs. We classify accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” on the Consolidated Statements of Operations. See Note 16.

Derivative Instruments

Derivative instruments are recorded in the Consolidated Balance Sheets at their fair values. Changes in the fair value of derivative instruments not designated for hedge accounting treatment are recorded in “Other income (expense)” on the Consolidated Statements of Operations. See Note 17.

Environmental Remediation and Other Contingencies

We recognize a loss and record an undiscounted liability when litigation has commenced or a claim or assessment has been asserted, or, based on available information, commencement of litigation or assertion of a claim or assessment is probable, and the associated costs can be reasonably estimated. See Note 18.

Self-Insurance

We are self-insured for certain levels of general and vehicle liability, property, workers’ compensation and health care coverage. The cost of these self-insurance programs is accrued based upon estimated fully developed settlements for known and anticipated claims. Any resulting adjustments to previously recorded reserves are reflected in current operating results. We do not accrue for general or unspecific business risks.

Share-based Compensation

Equity Restricted Share and Restricted Share Unit Awards — The fair value of equity instruments is measured based on the share price on the grant date and is recognized over the vesting period. These awards contain service, market, and/or performance conditions. For awards containing only a service or a market condition, we have elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award. For awards containing a market condition, the fair value of the award is measured using the lattice model, otherwise the fair value is the grant date close price. For awards containing a performance condition, compensation expense is not recognized until we conclude that it is probable that the performance condition will be met. We reassess the probability quarterly. See Note 21.

Liability Restricted Share Awards — Restricted share awards classified as liability awards contain only a service condition, and have graded vesting provisions. Liability awards are re-measured to fair value at each reporting date. See Note 21.

Option Awards — The Black-Scholes option pricing model is utilized to measure the fair value of options on the grant date. The options contain only service conditions, and have graded vesting provisions. We have elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award. See Note 21.

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Debt

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Debt

15. Debt

Short-term Debt

	December 31,
	2013		2012
UBS Revolver (1)	$	—	$	—
ABSA Revolver (2)		—		30
Short-term debt	$	—	$	30

(1) Average effective interest rate of 3.9% during 2012.

(2) Average effective interest rate of 8.5% during both 2013 and 2012.

UBS Revolver

On June 18, 2012, in connection with the closing of the Transaction, we entered into a global senior secured asset-based syndicated revolving credit facility with UBS AG (the “UBS Revolver”) with a maturity date of the fifth anniversary of the closing date. The UBS Revolver provides us with a committed source of capital with a principal borrowing amount of up to $300 million, subject to a borrowing base. In connection with the Amended and Restated Credit Agreement on March 19, 2013, we amended the UBS Revolver to allow for the increased size of the Term Loan over the Term Facility (see “Term Facility” and “Term Loan” below). Obligations under the UBS Revolver are collateralized by a first priority lien on substantially all of our existing, and future deposit accounts, inventory, and account receivables, and certain related assets, excluding those held by our South African subsidiaries, Netherland’s subsidiaries, and Bahamian subsidiary, and a second priority lien on all of our other assets, including capital shares. At December 31, 2013, our borrowing base was $210 million.

The UBS Revolver bears interest at our option at either (i) the greater of (a) the lenders’ prime rate, (b) the Federal funds effective rate plus 0.50%, and (c) the adjusted LIBOR rate for a one-month period plus 1%) or (ii) the adjusted LIBOR rate, in each case plus the applicable margin. The applicable margin ranges from 1.5% to 2% for borrowings at the adjusted LIBOR rate, and from 0.5% to 1% for borrowings at the alternate base rate, based upon the average daily borrowing availability.

ABSA Revolving Credit Facility

In connection with the Transaction, we entered into a R900 million (approximately $86 million as of December 31, 2013) revolving credit facility with ABSA Bank Limited acting through its ABSA Capital Division (the “ABSA Revolver”) with a maturity date of June 14, 2017. The ABSA Revolver bears interest at (i) the base rate (defined as one month JIBAR, which is the mid-market rate for deposits in South African Rand for a period equal to the relevant period which appears on the Reuters Screen SAFEY Page alongside the caption YLD) as of 11h00 Johannesburg time on the first day of the applicable period, plus (ii) the Margin, which is 3.5%. At December 31, 2012, we had drawn down R250 million (approximately $30 million), which was repaid during the first quarter of 2013. At December 31, 2013, we had no amounts drawn on the ABSA Revolver.

Long-term Debt

Long-term debt consisted of the following:

	Original		Maturity		December 31,
	Principal		Date		2013			2012
Term Loan, net of unamortized discount of $11 million at December 31, 2013 (1)	$	1,500		3/19/2020	$	1,482		$	—
Senior Notes	$	900		8/15/2020		900			900
Term Facility, net of unamortized discount of $6 million at December 31, 2012 (2)	$	700		2/8/2018		—			691
Co-generation Unit Financing Arrangement	$	16		2/1/2016		6			10
Lease financing						25			14
Total borrowings						2,413			1,615
Less: Noncurrent borrowings due in one year						(18	)		(10	)
Noncurrent borrowings					$	2,395		$	1,605

(1) Average effective interest rate of 5% during 2013.

(2) Average effective interest rate of 5% and 5% during 2013 and 2012, respectively.

At December 31, 2013, the scheduled maturities of our long-term debt were as follows:

	Total Borrowings
2014	$	18
2015		18
2016		16
2017		16
2018		16
Thereafter		2,340
Total		2,424
Remaining accretion associated with the Term Loan		(11	)
Total borrowings	$	2,413

Term Loan

On March 19, 2013, we, along with our wholly-owned subsidiary, Tronox Pigments (Netherlands) B.V., and certain of our subsidiaries named as guarantors, entered into an Amended and Restated Credit and Guaranty Agreement with Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and Goldman Sachs Bank USA, UBS Securities LLC, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents. Pursuant to the Amended and Restated Credit Agreement, we obtained a $1.5 billion senior secured term loan (the “Term Loan”), which matures in March 2020. The terms of the Amended and Restated Credit Agreement are substantially similar to our prior Term Facility (defined below). The Term Loan was issued net of an original issue discount of $7 million, or 0.5% of the principal balance. During the year ended December 31, 2013, we made principal repayments of $8 million.

The Term loan bears interest at the option of Tronox at either: (i) 2.5% plus the base rate defined as the greater of the prime lending rate quoted in the print edition of The Wall Street Journal or the Federal Funds Effective rate in effect on such day plus one half of 1%; provided, however, that the Base Rate is not less than 2% per annum; or (ii) 3.5% plus the greater of the 3 month LIBOR Eurodollar rate or 1%.

Notes

On August 20, 2012, our wholly-owned subsidiary, Tronox Finance LLC, issued $900 million aggregate principal amount of 6.375% senior notes due 2020 (the “Existing Notes”) at par value. The Existing Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

During the second quarter of 2013, we and certain of our subsidiaries filed a Registration Statement on Form S-4, pursuant to which we and such subsidiaries offered to exchange $900 million in aggregate principal amount of registered 6.375% senior notes due 2020 (the “New Notes”) and related guarantees for the Existing Notes and related guarantees. The New Notes are substantially identical to the Existing Notes. On September 17, 2013, Tronox Finance issued the New Notes in exchange for the Existing Notes (together the “Notes”). At December 31, 2013, there was $900 million in aggregate principal amount of New Notes outstanding and less than $1 million in aggregate amount of Existing Notes outstanding.

The Notes bear interest semiannually at a rate equal to 6.375%, and are fully and unconditionally guaranteed on a senior, unsecured basis by us and certain of our subsidiaries. The Notes are redeemable at any time at our discretion.

Term Facility

On February 8, 2012, Tronox Incorporated’s wholly-owned subsidiary, Tronox Pigments (Netherlands) B.V., entered into a term loan facility with Goldman Sachs Bank USA comprised of a $550 million Senior Secured Term Loan (the “Senior Secured Term Loan”) and a $150 million Senior Secured Delayed Draw Term Loan (the “Senior Secured Delayed Draw” together, the “Term Facility”). The Term Facility was issued net of an original issue discount of $7 million, or 1% of the initial principal amount, which was being amortized over the life of the Term Facility. On June 14, 2012, in connection with the closing of the Transaction, Tronox Pigments (Netherlands) B.V. drew down the $150 million Senior Secured Delayed Draw. During 2012, we made principal repayments of $3 million.

On February 28, 2013, Tronox Pigments (Netherlands) B.V. repaid the outstanding principal balance of $149 million, plus interest, related to the $150 million Senior Secured Delayed Draw. We accounted for such repayment as an extinguishment of debt, and recognized a $4 million loss on the early extinguishment of debt related to the allocated portion of the unamortized original issue discount and debt issuance costs, which is recorded in “Other income (expense)” on the Consolidated Statements of Operations.

We allocated these amounts between the $550 million Senior Secured Term Loan and the $150 million Senior Secured Delayed Draw as follows:

	Outstanding Balance		Percentage of Outstanding Balance			Allocation of Unamortized Costs		Loss on Extinguishment of Debt
Senior Secured Term Loan	$	547		79	%	$	16	$	—
Senior Secured Delayed Draw		149		21	%		4		4
Total	$	696		100	%	$	20	$	4

The outstanding principal balance of the Senior Secured Term Loan of $547 million became part of the Term Loan, and was accounted for as a debt modification. As such, the unamortized original issue discount of $5 million and debt issuance costs of $11 million related to the Term Facility are being amortized over the life of the Term Loan.

Co-generation Unit Financing Arrangement

In March 2011, in order to finance its share of an asset purchased for the Tiwest Joint Venture, Tronox Incorporated incurred debt totaling $8 million. In connection with the Transaction, we acquired the remaining 50% undivided interest in the co-generation plant from Exxaro, along with its debt of $6 million. Under the financing arrangement, monthly payments are required, and interest accrues on the outstanding balance at the rate of 6.5% per annum. During 2013 and 2012, we made principal repayments of $3 million and $2 million, respectively.

Lease Financing

We have capital lease obligations in South Africa, which are payable through 2032 at a weighted average interest rate of approximately 15%. At December 31, 2013 and 2012, such obligations had a net book value of assets recorded under capital leases aggregating $23 million and $9 million, respectively. During 2013 and 2012, we made principal payments of less than $1 million and less than $1 million, respectively.

Fair Value

Our debt is recorded at historical amounts. At December 31, 2013, the fair value of the Term Loan was $1,524 million. At December 31, 2013 and 2012, the fair value of the Notes was $924 million and $910 million, respectively. At December 31, 2012, the fair value of the Term Facility was $709 million. We determined the fair value of the Term Loan, the Notes and the Term Facility using Bloomberg market prices. The fair value hierarchy for the Term Loan and the Notes is a Level 1 input.

Debt Covenants

At December 31, 2013, we had financial covenants in the UBS Revolver, the ABSA Revolver and the Term Loan; however, only the ABSA Revolver had a financial maintenance covenant that applies to local operations and only when the ABSA Revolver is drawn upon.

The terms of the Term Loan are substantially similar to our prior Term Facility except that the Term Loan (i) eliminates financial maintenance covenants (ii) permits, subject to certain conditions, incurrence of additional senior secured debt up to a leverage ratio of 2:1, (iii) increases our ability to incur debt in connection with permitted acquisitions and our ability to incur unsecured debt, and (iv) allows for the payment of a $0.25 per share dividend each fiscal quarter. Otherwise, the terms of the Term Loan provide for customary representations and warranties, affirmative and negative covenants and events of default. The terms of the covenants, subject to certain exceptions, restrict, among other things: (i) debt incurrence; (ii) lien incurrence; (iii) investments, dividends and distributions; (iv) disposition of assets and subsidiary interests; (v) acquisitions; (vi) sale and leaseback transactions; and (vii) transactions with affiliates and shareholders.

The Term Loan and the UBS Revolver are subject to an intercreditor agreement pursuant to which the lenders’ respective rights and interests in the security are set forth. We were in compliance with all our financial covenants as of and for the year ended December 31, 2013.

We have pledged the majority of our U.S. assets and certain assets of our non-U.S. subsidiaries in support of our outstanding debt.

Interest and debt expense

Interest and debt expense consisted of the following:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Bank borrowings	$	122		$	53		$	29		$	3
Amortization of deferred debt issuance costs and discounts on debt		9			10			1			—
Other		4			4			1			—
Capitalized interest		(5	)		(2	)		(1	)		—
Total interest and debt expense	$	130		$	65		$	30		$	3

In connection with obtaining debt, we incurred debt issuance costs, which are being amortized through the respective maturity dates using the effective interest method. At December 31, 2013 and 2012, we had $57 million and $38 million, respectively, of deferred debt issuance costs, which are recorded in “Other long-term assets” on the Consolidated Balance Sheets.”

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2013

Property Plant And Equipment [Abstract]

Property, Plant and Equipment

11. Property, Plant and Equipment

	December 31,
	2013			2012
Land and land improvements	$	79		$	80
Buildings		181			194
Machinery and equipment		1,141			1,158
Construction-in-progress		133			153
Other		43			13
Total		1,577			1,598
Less accumulated depreciation and amortization		(319	)		(175	)
Net	$	1,258		$	1,423

Depreciation expense related to property, plant and equipment during 2013, 2012 and 2011 was $191 million, $127 million and $57 million, respectively.

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Mineral Leaseholds - Additional Information (Detail) (Mineral leaseholds [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Mineral leaseholds [Member]
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Depletion expense related to mineral leasehold	$ 115	$ 59	$ 4

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Earnings Per Share

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share

7. Earnings Per Share

The computation of basic and diluted earnings (loss) per share for the periods indicated is as follows:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Numerator – Basic and Diluted:
Net Income (loss)	$	(90	)	$	1,133		$	242		$	631
Net income (loss) attributable to noncontrolling interest		36			(1	)		—			—
Net Income (Loss) attributable to Tronox Limited		(126	)		1,134			242			631
Less: Dividends paid (2)		—			(61	)		—			—
Undistributed earnings (loss)		(126	)		1,073			242			631
Percentage allocated to ordinary shares		100	%		99.3	%		100	%		100	%
Undistributed earnings (loss) allocated to ordinary shares		(126	)		1,065			242			631
Add: Dividends paid allocated to ordinary shares (2)		—			60			—			—
Earnings (loss) available to ordinary shares	$	(126	)	$	1,125		$	242		$	631
Denominator – Basic:
Weighted-average ordinary shares (in thousands)		113,416			98,985			74,905			41,311
Add: Effect of Dilutive Securities:
Restricted stock		—			49			275			88
Warrants		—			2,372			2,895			—
Options		—			—			20			—
Denominator – Dilutive		113,416			101,406			78,095			41,399
Earnings (Loss) per Ordinary Share (1):
Basic earnings (loss) per ordinary share	$	(1.11	)	$	11.37		$	3.22		$	15.28
Diluted earnings (loss) per ordinary share	$	(1.11	)	$	11.10		$	3.10		$	15.25

(1) Earnings (loss) per ordinary share amounts were calculated from exact, not rounded income (loss) and share information.

(2) 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 2013, the two class method does not have an effect on basic loss per share, and as such, dividends paid during the year were not included for purposes of this calculation.

In computing diluted earnings (loss) per share under the two-class method, we considered potentially dilutive shares. At December 31, 2013, 2,094,771 options with an average exercise price of $20.63, 357,300 Series A Warrants and 465,136 Class B Warrants, with exercise prices of $59.66 and $65.84, respectively, and 303,324 restricted share units, with an average price of $21.08 were not recognized in the diluted earnings per share calculation as they were anti-dilutive. At December 31, 2012, 612,439 options with an average exercise price of $24.81 and 18,990 restricted share units with an average price of $21.10 were not recognized in the diluted earnings per share calculation as they were anti-dilutive. For the one month ended January 31, 2011, 1,152,408 options with an average exercise price of $9.54 were anti-dilutive because they were not “in the money.”

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Quarterly Results of Operations (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Summary of Quarterly Results of Operations

The following represents our unaudited quarterly results for the year ended December 31, 2013. These quarterly results were prepared in conformity with generally accepted accounting principles and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results.

	January 1 – March 31			April 1 – June 30			July 1 - September 30			October 1 - December 31
Net sales	$	470		$	525		$	491		$	436
Cost of goods sold		438			475			437			382
Gross Profit		32			50			54			54
Net income (loss)		(45	)		(1	)	$	(41	)	$	(3	)
Net income (loss) attributable to noncontrolling interest		12			12			8			4
Net Income (Loss) attributable to Tronox Limited	$	(57	)	$	(13	)	$	(49	)	$	(7	)
Net income (loss) per share:
Basic	$	(0.50	)	$	(0.11	)	$	(0.43	)	$	(0.06	)
Diluted	$	(0.50	)	$	(0.11	)	$	(0.43	)	$	(0.06	)

The following represents our unaudited quarterly results for the year ended December 31, 2012. These quarterly results were prepared in conformity with generally accepted accounting principles and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results. Subsequent to the Transaction, we adjusted the initial valuation, and recorded these adjustments retroactive to the second quarter. As such, the quarterly results of operations for the second and third quarter have been revised.

	January 1 – March 31		April 1 – June 30		July 1 - September 30			October 1 - December 31
Net sales	$	434	$	429	$	487		$	482
Cost of goods sold		277		304		444			543
Gross Profit		157		125		43			(61	)
Net income (loss)	$	86	$	1,144	$	(1	)	$	(96	)
Net income (loss) attributable to noncontrolling interest		—		—		2			(3	)
Net Income (Loss) attributable to Tronox Limited	$	86	$	1,144	$	(3	)	$	(93	)
Net income (loss) per share:
Basic	$	1.14	$	13.46	$	(0.03	)	$	(0.82	)
Diluted	$	1.10	$	13.00	$	(0.03	)	$	(0.82	)

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Share-Based Compensation - Summary Compensation Expense (Detail) (USD $) In Millions, unless otherwise specified	11 Months Ended	12 Months Ended				1 Months Ended
	Dec. 31, 2011 Successor [Member]	Dec. 31, 2013 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2013 Successor [Member] T-Bucks EPP [Member]	Dec. 31, 2012 Successor [Member] T-Bucks EPP [Member]	Jan. 31, 2011 Predecessor [Member]	Jan. 31, 2011 Predecessor [Member] T-Bucks EPP [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Restricted shares and restricted share units	$ 14	$ 10	$ 29
Options		5	2
Compensation expense				2	1
Total compensation expense	$ (9)	$ (17)	$ (5)

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Other Income (Expense)

12 Months Ended

Dec. 31, 2013

Other Income And Expenses [Abstract]

Other Income (Expense)

5. Other Income (Expense)

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31,      2011			One Month Ended January 31, 2011
Net realized and unrealized foreign currency gains (losses)	$	39		$	(8	)	$	(8	)	$	2
Net gain on liquidation of non-operating subsidiaries(1)		24			—			—			—
Interest income		8			2			1			—
Loss on extinguishment of debt		(4	)		—			—			—
Other		(1	)		(1	)		(3	)		—
Total	$	66		$	(7	)	$	(10	)	$	2

(1) During 2013, we completed the liquidation of two non-operating subsidiaries: Tronox (Luxembourg) Holdings S.a.r.l., and Tronox Luxembourg S.a.r.l for which we recognized a net noncash gain from the realization of cumulative translation adjustments.

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

6. Income Taxes

Our operations are conducted through various subsidiaries in a number of countries throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. For the years ended December 31, 2013 and 2012, Tronox Limited was the public parent registered under the laws of the State of Western Australia. For the eleven months ended December 31, 2011 and one month ended January 31, 2011, Tronox Incorporated was the public parent, a Delaware corporation, registered in the United States.

Income (loss) before income taxes is comprised of the following:

	Successor								Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
Australia	$	(185	)	$	1,019		$	70	$	107
United States		(285	)		10			120		497
Other		409			(21	)		72		28
Income (loss) before income taxes	$	(61	)	$	1,008		$	262	$	632

The income tax benefit (provision) is summarized below:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Australian:
Current	$	(11	)	$	(28	)	$	(1	)	$	—
Deferred		35			124			(4	)		(1	)
U.S. Federal & State:
Current		(24	)		(9	)		—			—
Deferred		1			—			—			—
Other:
Current		1			—			(14	)		—
Deferred		(31	)		38			(1	)		—
Income tax benefit (provision)	$	(29	)	$	125		$	(20	)	$	(1	)

The following table reconciles the applicable statutory income tax rates to our effective income tax rates for “Income tax benefit (provision)” as reflected in the Consolidated Statements of Operations.

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Statutory tax rate		30	%		30	%		35	%		35	%
Increases (decreases) resulting from:
Tax rate differences		191			(6	)		(5	)		—
Disallowable expenditures		(10	)		(1	)		7			—
Gain on bargain purchase, net of tax		—			(31	)		—			—
Resetting of tax basis to market value		—			(7	)		—			—
Valuation allowances		(259	)		(1	)		(25	)		(1	)
Withholding taxes		(59	)		2			—			—
Foreign interest disallowance		—			—			2			—
Prior year accruals		22			—			(1	)		—
Change in uncertain tax positions		6			—			(6	)		—
U.S. state income taxes		—			—			2			—
Permanent adjustment for fresh-start, net of tax		—			—			—			(29	)
Foreign exchange		17			—			—			—
AMT and other credits		8			—			—			—
Branch taxation		6			—			—			—
Other, net		—			2			(1	)		(5	)
Effective tax rate		(48	%)		(12	%)		8	%		0	%

The application of business combination accounting in connection with the Transaction resulted in the remeasurement of deferred income taxes associated with recording the assets and liabilities of the acquired entities at fair value (see Note 26). As a result, we recorded deferred income taxes of $185 million.

Subsequent to the Transaction, certain subsidiaries re-domiciled in Australia. Because the Australian tax laws provide for a resetting of the tax basis of the business assets to market value, we recorded a tax benefit related to this market value basis adjustment. The overall tax benefit from this basis adjustment increase was partially offset by a valuation allowance. Because this basis change did not pertain to an entity acquired in the Transaction, this net tax benefit was recorded through tax expense and did not impact the gain on bargain purchase.

Upon emergence from bankruptcy in 2011, Tronox Incorporated experienced an ownership change. Another ownership change occurred during 2012, as a result of the Transaction. These ownership changes resulted in a limitation under IRC Sections 382 and 383 related to U.S. net operating losses. We do not expect that the application of these net limitations will have any material effect on our U.S. federal or state income tax liabilities.

Net deferred tax assets (liabilities) at December 31, 2013 and 2012 were comprised of the following:

	December 31,
	2013			2012
Deferred tax assets:
Net operating loss and other carryforwards	$	659		$	664
Property, plant and equipment		293			197
Reserves for environmental remediation and restoration		28			31
Obligations for pension and other employee benefits		72			79
Investments		32			31
Grantor trusts		100			109
Inventory		9			2
Interest		226			76
Other accrued liabilities		20			50
Unrealized foreign exchange losses		3			10
Other		13			8
Total deferred tax assets		1,455			1,257
Valuation allowance associated with deferred tax assets		(982	)		(753	)
Net deferred tax assets		473			504
Deferred tax liabilities:
Property, plant and equipment		(288	)		(386	)
Intangibles		(108	)		(110	)
Inventory		(19	)		(22	)
Unrealized foreign exchange gains		(22	)		(3	)
Other		(8	)		(5	)
Total deferred tax liabilities		(445	)		(526	)
Net deferred tax asset (liability)	$	28		$	(22	)
Balance sheet classifications:
Deferred tax assets — current	$	47		$	114
Deferred tax assets — long-term		192			91
Deferred tax liabilities — current		(7	)		(5	)
Deferred tax liabilities — long-term		(204	)		(222	)
Net deferred tax asset (liability)	$	28		$	(22	)

The net deferred tax assets (liabilities) reflected in the above table include deferred tax assets related to grantor trusts, which were established as Tronox Incorporated emerged from bankruptcy during 2011. The balances relate to the assets contributed to such grantor trusts by Tronox Incorporated, and do not include estimates for tax benefits we may receive upon the resolution of the Anadarko Petroleum Corporation (“Anadarko”) litigation.

On December 12, 2013, the U.S. Bankruptcy Court for the Southern District of New York determined that the defendant, Anadarko, should be liable for damages in the range of $5 billion to $14 billion for fraudulent conveyance claims. Because the final damages to be awarded continue to be uncertain, we have not included the tax benefit we will receive when the grantor trusts receive the proceeds resulting from the resolution of the litigation. Once these benefits are determined and recognized, we expect them to be fully offset by valuation allowances. See Note 27.

During 2013 and 2012, the total change to the valuation allowance was an increase of $229 million and an increase of $192 million, respectively.

The deferred tax assets generated by tax loss carryforwards have been partially offset by valuation allowances. The expiration of these carryforwards at December 31, 2013 is shown below. These expiration amounts are comprised of Australian, U.S. federal and state, and other jurisdictional losses.

	Australia		U.S. Federal		U.S. State		Other		Tax Loss Carryforwards Total
2014	$	—	$	—	$	—	$	—	$	—
2015		—		—		—		—		—
2016		—		—		11		—		11
2017		—		—		—		—		—
2018		—		—		6		—		6
Thereafter		306		1,241		1,431		263		3,241
Total tax loss carryforwards	$	306	$	1,241	$	1,448	$	263	$	3,258

At December 31, 2013, Tronox Limited had foreign subsidiaries with undistributed earnings. Although we would not be subject to income tax on these earnings, amounts totaling approximately $83 million could be subject to withholding tax if distributed. Tronox Incorporated had certain foreign subsidiaries with undistributed earnings totaling approximately $148 million. We have made no provision for deferred taxes for either Tronox Limited or Tronox Incorporated related to these undistributed earnings because they are considered to be indefinitely reinvested outside of the parents’ taxing jurisdictions.

We continue to maintain a valuation allowance related to the net deferred tax assets in the United States, excluding the deferred benefit for the alternative minimum tax credit. Future provisions for income taxes will include no tax benefits with respect to losses incurred and tax expense only to the extent of state tax payments until the valuation allowance in the United States is eliminated.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2013 and 2012 is as follows:

	Year Ended December 31,
	2013			2012
Balance at January 1	$	4		$	2
Additions for tax positions related to prior years		—			2
Reductions for tax positions related to prior years		(3	)		—
Balance at December 31	$	1		$	4

Included in the balance at December 31, 2013 and 2012, were tax positions of $1 million and $1 million, respectively, for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. The net benefit associated with less than $1 million and $3 million of the December 31, 2013 and 2012 reserve, respectively, for unrecognized tax benefits, if recognized, would affect the effective income tax rate.

As a result of potential settlements, it is reasonably possible that our gross unrecognized tax benefits from timing differences may decrease within the next twelve months by $1 million.

During 2013, 2012, and 2011, we recognized less than $1 million, less than $1 million, and $(10) million, respectively, in gross interest and penalties in “Income tax benefit (provision)” on the Consolidated Statements of Operations. At December 31, 2013 and 2012, we had no remaining accruals for the gross payment of interest and penalties related to unrecognized tax benefits, and the noncurrent liability section of the Consolidated Balance Sheets reflected $1 million and $4 million, respectively, as the reserve for uncertain tax positions.

Our Australian returns are closed through 2008. However, under Australian tax laws, transfer pricing issues have no limitation period. Our U.S. returns are closed for years through 2009, with the exception of an amendment filed for the 2007 tax year. Our Netherlands returns are closed through 2005. Our Switzerland returns are closed through 2009. In accordance with the Transaction Agreement, we are not liable for income taxes of the acquired companies with respect to periods prior to the Transaction Date.

We believe that we have made adequate provision for income taxes that may be payable with respect to years open for examination; however, the ultimate outcome is not presently known and, accordingly, additional provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future.

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Acquisition of the Mineral Sands Business - Calculation of Total Purchase Price and Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed from Exxaro (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	0 Months Ended	12 Months Ended
	Jun. 26, 2012	Dec. 31, 2013
Business Acquisition [Line Items]
Share split, Description	The Board of Directors of Tronox Limited (the "Board") approved a 5-to-1 share split for holders of Class A ordinary shares ("Class A Shares") and Class B ordinary shares ("Class B Shares") at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue.
Share split, Ratio	5
Common Stock Shares exchanged for ownership interest		$ 1.45
Duration of ownership transfer		10 years
Class B common stock [Member]
Business Acquisition [Line Items]
Share split, Description		The number of Class B Shares issued in connection with the Transaction has not been restated to affect for the 5-for-1 share split
Share split, Ratio		5
Discount for marketability		15.00%
Restriction related to shares that cannot be sold		3 years
South Africa [Member]
Business Acquisition [Line Items]
Discount rate		17.00%
Australia [Member]
Business Acquisition [Line Items]
Discount rate		15.50%

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Fair Value Measurement

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurement

8. Fair Value Measurement

For financial instruments that are subsequently measured at fair value, the fair value measurement is grouped into levels. See Note 3 for additional information regarding the Level 1, Level 2 and Level 3 descriptions.

At December 31, 2013 and 2012, the only financial instrument measured at fair value was the environmental rehabilitation trust. At December 31, 2013 and 2012, the environmental rehabilitation trust of $22 million and $20 million, respectively, was categorized as Level 1. See Note 16 for additional information related to the environmental rehabilitation trust.

The carrying amounts for cash and cash equivalents, accounts receivable, other current assets, accounts payable, short-term debt and other current liabilities approximate their fair value because of the short-term nature of these instruments. See Note 15 for additional information regarding the fair value of debt.

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Significant Accounting Polices - Useful Lives for Property, Plant and Equipment (Detail)	12 Months Ended
	Dec. 31, 2013
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	10 years
Minimum [Member] | Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	10 years
Minimum [Member] | Buildings [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	10 years
Minimum [Member] | Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Maximum [Member] | Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	20 years
Maximum [Member] | Buildings [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	40 years
Maximum [Member] | Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	25 years

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Pension and Other Postretirement Healthcare Benefits - Summary of Expected Benefit Payments (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Compensation And Retirement Disclosure [Abstract]
Benefit payments expected to be paid from the U.S. qualified retirement plan , 2014	$ 28
Benefit payments expected to be paid from the U.S. qualified retirement plan , 2015	27
Benefit payments expected to be paid from the U.S. qualified retirement plan , 2016	27
Benefit payments expected to be paid from the U.S. qualified retirement plan , 2017	26
Benefit payments expected to be paid from the U.S. qualified retirement plan , 2018	26
Benefit payments expected to be paid from the U.S. qualified retirement plan , 2019 through 2023	$ 127

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Intangible Assets - Gross Cost and Accumulated Amortization of Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Gross Cost	$ 375	$ 373
Accumulated Amortization	(75)	(47)
Net Carrying Amount	300	326
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Cost	294	294
Accumulated Amortization	(59)	(39)
Net Carrying Amount	235	255
TiO2 technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Cost	32	32
Accumulated Amortization	(5)	(3)
Net Carrying Amount	27	29
Internal-use software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Cost	40	38
Accumulated Amortization	(6)	(2)
Net Carrying Amount	34	36
Other [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Cost	9	9
Accumulated Amortization	(5)	(3)
Net Carrying Amount	$ 4	$ 6

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Other Income (Expense) - Summary of Other Income (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2013 Subsidiary
Other Income And Expenses [Abstract]
Number of non-operating subsidiaries liquidated	2

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Short-term Debt [Line Items]
Total rental expense relating to operating lease	$ 42	$ 8	$ 13
Description of Lease agreement	The Company leases office space, storage and equipment under non-cancelable lease agreements, which expire on various dates through 2023
Purchase commitments obligation 2014	253
Purchase commitments obligation 2015	151
Purchase commitments obligation 2016	112
Purchase commitments obligation 2017	105
Purchase commitments obligation 2018	77
Purchase commitments obligation thereafter	160
Outstanding letters of credit	45
UBS Revolver [Member]
Short-term Debt [Line Items]
Outstanding letters of credit	25
ABSA Revolver [Member]
Short-term Debt [Line Items]
Outstanding letters of credit	$ 18

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Significant Accounting Policies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Significant Accounting Policies [Line Items]
Research and development expenses	$ 10	$ 9	$ 9
Income tax likelihood settlement	A greater than 50%
Income tax benefit (provision)	50.00%
Minimum [Member]
Significant Accounting Policies [Line Items]
Useful life of intangible assets	5 years
Maximum [Member]
Significant Accounting Policies [Line Items]
Useful life of intangible assets	20 years

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Debt - Long-Term Debt (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Unamortized discount	$ 11	$ 6
Term Loan [Member]
Debt Instrument [Line Items]
Average effective interest rate	5.00%
Term Facility [Member]
Debt Instrument [Line Items]
Unamortized discount	$ 7
Average effective interest rate	5.00%	5.00%

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Segment Information - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2013 Customer Segment
Segment Reporting Information [Line Items]
Number of reportable segments	2
Number of largest customers represented specified percentage of net sales	10
Threshold Percentage of net sales by largest customers	10.00%
Pigment [Member]
Segment Reporting Information [Line Items]
Number of customers accounted for more than 10 % of net sales	27.00%
Mineral Sands Business [Member]
Segment Reporting Information [Line Items]
Number of customers accounted for more than 10 % of net sales	13.00%

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Acquisition of the Mineral Sands Business

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Acquisition of the Mineral Sands Business

26. Acquisition of the Mineral Sands Business

On September 25, 2011, Tronox Incorporated entered into the Transaction Agreement with Exxaro to acquire 74% of Exxaro’s mineral sands operations. We accounted for the Transaction under ASC 805, Business Combinations, (“ASC 805”), which requires recording assets and liabilities at fair value. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liability assumed was recorded based on their preliminary estimated fair values on the Transaction Date.

Because the total consideration transferred was less than the fair value of the net assets acquired, the excess of the fair value of the net assets acquired over the value of consideration was recorded as a bargain purchase gain. The valuations were derived from fair value assessments and assumptions used by management. The measurement period ended in June 2013. The bargain purchase gain was not taxable for income tax purposes. See Note 6 for a discussion of the tax impact of the Transaction.

	Valuation
Consideration:
Number of Class B Shares (1)		9,950,856
Fair value of Class B Shares on the Transaction Date		137.70
Fair value of equity issued (2)		1,370
Cash paid		1
Noncontrolling interest (3)		233
	$	1,604
Fair Value of Assets Acquired and Liabilities Assumed:
Current Assets:
Cash and cash equivalents	$	115
Accounts receivable, net of allowance for doubtful accounts		196
Inventories		553
Prepaid and other assets		20
Total Current Assets		884
Noncurrent Assets:
Property, plant and equipment, net (4)		880
Mineral leaseholds, net (5)		1,457
Intangibles, net (4)		12
Long-term deferred tax asset		30
Other long-term assets, net		19
Total Assets	$	3,282
Current Liabilities:
Accounts payable		110
Accrued liabilities		25
Unfavorable contracts (6)		85
Short-term debt		75
Deferred tax liabilities		14
Income taxes payable		2
Total Current Liabilities		311
Noncurrent Liabilities:
Long-term debt		19
Long-term deferred tax liability		209
Asset retirement obligations		57
Other long-term liabilities		27
Total Liabilities		623
Net Assets	$	2,659
Gain on Bargain Purchase	$	1,055

(1) The number of Class B Shares issued in connection with the Transaction has not been restated to affect for the 5-for-1 share split as discussed in Note 19.

(2) The fair value of the Class B shares issued was determined based the closing market price of Tronox Incorporated’s common shares on June 14^, 2012, less a 15% discount for marketability due to a restriction that the shares cannot be sold for a period of at least three years following the Transaction Date.

(3) The fair value of the noncontrolling interest is based upon a structured arrangement with Tronox Limited, which allows the ownership interest to be exchanged for approximately 1.45 million additional Class B shares on the earlier of the 10 year anniversary of the Transaction Date or the date when the South African Department of Mineral Resources determines that ownership is no longer required under the BEE legislation.

(4) The fair value of property, plant and equipment and internal use software 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.

(5) The fair value of mineral rights was determined using the Discounted Cash Flow (“DCF” ) 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. Discount rates of 17% for South Africa and 15.5% for Australia were used taking into account the risks associated with such assets, as well as the economic and political environment where each asset is located.

(6) The fair value of unfavorable contracts was determined by multiplying the committed tonnage in each contract by the difference between the committed prices in the contract versus the estimated market price over the term of the contract.

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Quarterly Results of Operations (Unaudited) - Summary of Quarterly Results of Operations (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	1 Months Ended	3 Months Ended								11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Quarterly Financial Information Disclosure [Abstract]
Net Sales	$ 108	$ 436	$ 491	$ 525	$ 470	$ 482	$ 487	$ 429	$ 434	$ 1,543	$ 1,922	$ 1,832
Cost of goods sold	(83)	382	437	475	438	543	444	304	277	(1,104)	(1,732)	(1,568)
Gross Profit	25	54	54	50	32	(61)	43	125	157	439	190	264
Net income (loss)	631	(3)	(41)	(1)	(45)	(96)	(1)	1,144	86	242	(90)	1,133
Net income (loss) attributable to noncontrolling interest		4	8	12	12	(3)	2				36	(1)
Net Income (Loss) attributable to Tronox Limited	$ 631	$ (7)	$ (49)	$ (13)	$ (57)	$ (93)	$ (3)	$ 1,144	$ 86	$ 242	$ (126)	$ 1,134
Basic		$ (0.06)	$ (0.43)	$ (0.11)	$ (0.50)	$ (0.82)	$ (0.03)	$ 13.46	$ 1.14
Diluted		$ (0.06)	$ (0.43)	$ (0.11)	$ (0.50)	$ (0.82)	$ (0.03)	$ 13.00	$ 1.10

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

Summary of Minimum Rental Commitments Under Non-Cancelable Operating Leases

At December 31, 2013, minimum rental commitments under non-cancelable operating leases were as follows:

	Operating
2014	$	43
2015		29
2016		10
2017		10
2018		6
Thereafter		6
Total	$	104

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Intangible Assets

12 Months Ended

Dec. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

13. Intangible Assets

	December 31, 2013							December 31, 2012
	Gross Cost		Accumulated Amortization			Net Carrying Amount		Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	294	$	(59	)	$	235	$	294	$	(39	)	$	255
TiO2 technology		32		(5	)		27		32		(3	)		29
Internal-use software		40		(6	)		34		38		(2	)		36
Other		9		(5	)		4		9		(3	)		6
Total	$	375	$	(75	)	$	300	$	373	$	(47	)	$	326

Amortization expense related to intangible assets during 2013, 2012 and 2011 was $27 million, $25 million and $22 million, respectively. Estimated future amortization expense related to intangible assets is $27 million for 2014, $27 million for 2015, $25 million for 2016, $25 million for 2017, $25 million for 2018 and $171 million thereafter.

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Pension and Other Postretirement Healthcare Benefits - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended		12 Months Ended							12 Months Ended	1 Months Ended		12 Months Ended						3 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Retirement Plans [Member]	Dec. 31, 2013 Postretirement Healthcare Plans [Member]	Dec. 31, 2013 Increase [Member]	Dec. 31, 2013 Decrease [Member]	Dec. 31, 2013 Members Employed Before March 1, 1994 [Member]	Dec. 31, 2013 Members employed After March 1 After 1994 before January 2002 [Member] Minimum [Member]	Dec. 31, 2013 Members employed After March 1 After 1994 before January 2002 [Member] Maximum [Member]	Dec. 31, 2013 Members employed on or after January1 2002 [Member]	Jan. 31, 2012 U.S. Savings Investment Plan [Member]	Jan. 31, 2011 U.S. Savings Investment Plan [Member]	Dec. 31, 2013 U.S. Savings Investment Plan [Member]	Dec. 31, 2012 U.S. Savings Investment Plan [Member]	Dec. 31, 2011 U.S. Savings Investment Plan [Member]	Dec. 31, 2011 U.S. Savings Investment Plan [Member] First 3% of employees contribution compensation [Member] SIP 2006 [Member]	Dec. 31, 2012 U.S. Savings Investment Plan [Member] Next 3% of employees contribution compensation [Member] SIP 2010 [Member]	Dec. 31, 2013 U.S. Savings Investment Plan [Member] First 6% of employees contribution compensation [Member]	Mar. 30, 2006 U.S. Savings Restoration Plan [Member]	Dec. 31, 2013 U.S. Savings Restoration Plan [Member]	Dec. 31, 2012 U.S. Savings Restoration Plan [Member]	Dec. 31, 2011 U.S. Savings Restoration Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Employee contribution percentage	4.00%															3.00%	3.00%	6.00%	20.00%
Post-retirement and death-in-service benefits										The South African Plan provides benefits as follows (i) members employed before March 1, 1994 receive 100% post-retirement and death-in-service benefits; (ii) members employed on or after March 1, 1994 but before January 1, 2002 receive 2% per year of completed service subject to a maximum of 50% post-retirement and death-in-service benefits; and (iii) members employed on or after January 1, 2002 receive no post-retirement and death-in-service benefits.
Benefit Percentage of Members							100.00%	2.00%	50.00%	0.00%
U.S. qualified retirement plan underfunded	$ 106
Projected minimum funding requirement	13
Unrecognized actuarial loss			1	1
Defined Benefit Plan, discount rate	4.50%	3.75%
Defined Benefit Plan, methodology used for calculating discount rate	The 2013 and 2012 rates were selected based on the results of a cash flow matching analysis, which projected the expected cash flows of the plans using a yield curves model developed from a universe of Aa-graded U.S. currency corporate bonds (obtained from Bloomberg) with at least $50 million outstanding.
Outstanding corporate bonds	50	50
Decrease in assumed Health care cost trend rate for future years	8.00%				1.00%	1.00%
Expected cost of benefits covered by postretirement healthcare plan gradually declined	5.00%
Increase in accumulated post retirement benefit obligation	2
Increase in aggregate service and interest cost components	1
Decrease in accumulated post retirement benefit obligation	1
Decrease in aggregate service and interest cost components	1
Matching contribution																100.00%	50.00%	100.00%
Non matching contribution											7.50%	6.00%
Compensation expenses associated with matching contribution													3	2	2					1	1	1
Discretionary contribution vesting period													3 years
Compensation expense associated with discretionary contribution													$ 4	$ 4	$ 3

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

18. Commitments and Contingencies

Leases—The Company leases office space, storage, and equipment under non-cancelable lease agreements, which expire on various dates through 2023. Total rental expense related to operating leases was $42 million, $8 million, and $13 million during 2013, 2012, and 2011, respectively. See Note 15 for additional information regarding lease financing.

At December 31, 2013, minimum rental commitments under non-cancelable operating leases were as follows:

	Operating
2014	$	43
2015		29
2016		10
2017		10
2018		6
Thereafter		6
Total	$	104

Purchase Commitments—At December 31, 2013, purchase commitments were $253 million for 2014, $151 million for 2015, $112 million for 2016, $105 million for 2017, $77 million for 2018, and $160 million thereafter.

Letters of Credit—At December 31, 2013, we had outstanding letters of credit, bank guarantees, and performance bonds of approximately $45 million, of which $25 million in letters of credit were issued under the UBS Revolver and $18 million were bank guarantees issued by ABSA.

Other Matters—From time to time, we may be party to a number of legal and administrative proceedings involving legal, environmental, and/or other matters in various courts or agencies. These proceedings, individually and in the aggregate, may have a material adverse effect on us. These proceedings may be associated with facilities currently or previously owned, operated or used by us and/or our predecessors, some of which may include claims for personal injuries, property damages, cleanup costs, and other environmental matters. Current and former operations may also involve management of regulated materials that are subject to various environmental laws and regulations including the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act or state equivalents. Similar environmental laws and regulations and other requirements exist in foreign countries in which we operate.

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Debt - Term Facility - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	11 Months Ended	12 Months Ended					1 Months Ended	12 Months Ended	0 Months Ended	1 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Senior Secured Term Loan [Member]	Feb. 08, 2012 Senior Secured Term Loan [Member]	Feb. 08, 2012 Senior Secured Delayed Draw [Member]	Feb. 28, 2013 Term Facility [Member]	Dec. 31, 2013 Term Facility [Member]	Feb. 08, 2012 Term Facility [Member] Senior Secured Delayed Draw [Member]	Feb. 28, 2013 Term Facility [Member] Senior Secured Delayed Draw [Member]	Dec. 31, 2013 Term Facility [Member] Senior Secured Delayed Draw [Member]	Dec. 31, 2012 Term Facility [Member] Senior Secured Delayed Draw [Member]	Jun. 30, 2012 Term Facility [Member] Senior Secured Delayed Draw [Member]
Line of Credit Facility [Line Items]
Amount of exit facility						$ 550	$ 150
Original Issue discount			11	6	5				7	7
Principal amount percent										1.00%
Amount of exit facility														150
Principal Repayment			8										3
Repayment of outstanding principal balance								149
Proceeds from borrowings	25	14	945	1,707							150
Loss on extinguishment of debt			4									4
Outstanding Balance			696		547
Debt issuance cost			$ 57	$ 38					$ 11

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Debt (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Short-Term Debt

Short-term Debt

	December 31,
	2013		2012
UBS Revolver (1)	$	—	$	—
ABSA Revolver (2)		—		30
Short-term debt	$	—	$	30

(1) Average effective interest rate of 3.9% during 2012.

(2) Average effective interest rate of 8.5% during both 2013 and 2012.

Long-Term Debt

Long-term Debt

Long-term debt consisted of the following:

	Original		Maturity		December 31,
	Principal		Date		2013			2012
Term Loan, net of unamortized discount of $11 million at December 31, 2013 (1)	$	1,500		3/19/2020	$	1,482		$	—
Senior Notes	$	900		8/15/2020		900			900
Term Facility, net of unamortized discount of $6 million at December 31, 2012 (2)	$	700		2/8/2018		—			691
Co-generation Unit Financing Arrangement	$	16		2/1/2016		6			10
Lease financing						25			14
Total borrowings						2,413			1,615
Less: Noncurrent borrowings due in one year						(18	)		(10	)
Noncurrent borrowings					$	2,395		$	1,605

(1) Average effective interest rate of 5% during 2013.

(2) Average effective interest rate of 5% and 5% during 2013 and 2012, respectively.

Scheduled Maturities of Company's Long-Term Debt

At December 31, 2013, the scheduled maturities of our long-term debt were as follows:

	Total Borrowings
2014	$	18
2015		18
2016		16
2017		16
2018		16
Thereafter		2,340
Total		2,424
Remaining accretion associated with the Term Loan		(11	)
Total borrowings	$	2,413

Summary of Allocation of Senior Secured Loans

We allocated these amounts between the $550 million Senior Secured Term Loan and the $150 million Senior Secured Delayed Draw as follows:

	Outstanding Balance		Percentage of Outstanding Balance			Allocation of Unamortized Costs		Loss on Extinguishment of Debt
Senior Secured Term Loan	$	547		79	%	$	16	$	—
Senior Secured Delayed Draw		149		21	%		4		4
Total	$	696		100	%	$	20	$	4

Summary of Interest and Debt Expense

Interest and debt expense consisted of the following:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Bank borrowings	$	122		$	53		$	29		$	3
Amortization of deferred debt issuance costs and discounts on debt		9			10			1			—
Other		4			4			1			—
Capitalized interest		(5	)		(2	)		(1	)		—
Total interest and debt expense	$	130		$	65		$	30		$	3

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Shareholders' Equity - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended	12 Months Ended
	Jun. 26, 2012	Dec. 31, 2013	Dec. 31, 2012
Class of Warrant or Right [Line Items]
Number of shares warrants are entitled to purchase		5
Cash receivable per share under warrant		$ 12.50
Term of warrants from the date of issue		7 years
Expiry date of warrants		Feb. 14, 2018
Split ratio approved by board	5
Increase in value of shares		$ 1
Additional shares issued in stock split		4
Number of additional repurchased shares			12,626,400
Average price of additional repurchased shares			$ 25.84
Cost of additional repurchased shares			$ 326
Percentage of repurchase of limited voting shares			10.00%
Maximum [Member]
Class of Warrant or Right [Line Items]
Split ratio approved by board		5
Minimum [Member]
Class of Warrant or Right [Line Items]
Split ratio approved by board		1
Series A Warrants [Member]
Class of Warrant or Right [Line Items]
Exercise Price of Shares		59.66
Warrants outstanding		357,300
Series B Warrants [Member]
Class of Warrant or Right [Line Items]
Exercise Price of Shares		65.84
Warrants outstanding		465,136

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Details Income (Loss) Before Income Taxes

Income (loss) before income taxes is comprised of the following:

	Successor								Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011		One Month Ended January 31, 2011
Australia	$	(185	)	$	1,019		$	70	$	107
United States		(285	)		10			120		497
Other		409			(21	)		72		28
Income (loss) before income taxes	$	(61	)	$	1,008		$	262	$	632

Schedule of Income Tax Benefit (Provision)

The income tax benefit (provision) is summarized below:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Australian:
Current	$	(11	)	$	(28	)	$	(1	)	$	—
Deferred		35			124			(4	)		(1	)
U.S. Federal & State:
Current		(24	)		(9	)		—			—
Deferred		1			—			—			—
Other:
Current		1			—			(14	)		—
Deferred		(31	)		38			(1	)		—
Income tax benefit (provision)	$	(29	)	$	125		$	(20	)	$	(1	)

Summary of Statutory Income Tax Rates

The following table reconciles the applicable statutory income tax rates to our effective income tax rates for “Income tax benefit (provision)” as reflected in the Consolidated Statements of Operations.

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011
Statutory tax rate		30	%		30	%		35	%		35	%
Increases (decreases) resulting from:
Tax rate differences		191			(6	)		(5	)		—
Disallowable expenditures		(10	)		(1	)		7			—
Gain on bargain purchase, net of tax		—			(31	)		—			—
Resetting of tax basis to market value		—			(7	)		—			—
Valuation allowances		(259	)		(1	)		(25	)		(1	)
Withholding taxes		(59	)		2			—			—
Foreign interest disallowance		—			—			2			—
Prior year accruals		22			—			(1	)		—
Change in uncertain tax positions		6			—			(6	)		—
U.S. state income taxes		—			—			2			—
Permanent adjustment for fresh-start, net of tax		—			—			—			(29	)
Foreign exchange		17			—			—			—
AMT and other credits		8			—			—			—
Branch taxation		6			—			—			—
Other, net		—			2			(1	)		(5	)
Effective tax rate		(48	%)		(12	%)		8	%		0	%

Summary of Net Deferred Tax Assets and Liabilities

Net deferred tax assets (liabilities) at December 31, 2013 and 2012 were comprised of the following:

	December 31,
	2013			2012
Deferred tax assets:
Net operating loss and other carryforwards	$	659		$	664
Property, plant and equipment		293			197
Reserves for environmental remediation and restoration		28			31
Obligations for pension and other employee benefits		72			79
Investments		32			31
Grantor trusts		100			109
Inventory		9			2
Interest		226			76
Other accrued liabilities		20			50
Unrealized foreign exchange losses		3			10
Other		13			8
Total deferred tax assets		1,455			1,257
Valuation allowance associated with deferred tax assets		(982	)		(753	)
Net deferred tax assets		473			504
Deferred tax liabilities:
Property, plant and equipment		(288	)		(386	)
Intangibles		(108	)		(110	)
Inventory		(19	)		(22	)
Unrealized foreign exchange gains		(22	)		(3	)
Other		(8	)		(5	)
Total deferred tax liabilities		(445	)		(526	)
Net deferred tax asset (liability)	$	28		$	(22	)
Balance sheet classifications:
Deferred tax assets — current	$	47		$	114
Deferred tax assets — long-term		192			91
Deferred tax liabilities — current		(7	)		(5	)
Deferred tax liabilities — long-term		(204	)		(222	)
Net deferred tax asset (liability)	$	28		$	(22	)

Schedule of Tax Loss Carryforwards

The deferred tax assets generated by tax loss carryforwards have been partially offset by valuation allowances. The expiration of these carryforwards at December 31, 2013 is shown below. These expiration amounts are comprised of Australian, U.S. federal and state, and other jurisdictional losses.

	Australia		U.S. Federal		U.S. State		Other		Tax Loss Carryforwards Total
2014	$	—	$	—	$	—	$	—	$	—
2015		—		—		—		—		—
2016		—		—		11		—		11
2017		—		—		—		—		—
2018		—		—		6		—		6
Thereafter		306		1,241		1,431		263		3,241
Total tax loss carryforwards	$	306	$	1,241	$	1,448	$	263	$	3,258

Summary Showing Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for 2013 and 2012 is as follows:

	Year Ended December 31,
	2013			2012
Balance at January 1	$	4		$	2
Additions for tax positions related to prior years		—			2
Reductions for tax positions related to prior years		(3	)		—
Balance at December 31	$	1		$	4

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Shareholders' Equity - Schedule of Accumulated Translation Adjustment (Detail) (USD $) In Millions, unless otherwise specified	11 Months Ended	12 Months Ended		1 Months Ended
	Dec. 31, 2011 Successor [Member]	Dec. 31, 2013 Successor [Member]	Dec. 31, 2012 Successor [Member]	Jan. 31, 2011 Predecessor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance		$ 4	$ (6)	$ (630)
Changes in accumulated foreign currency translation	(6)	(289)	11	1
Liquidation of non-operating subsidiaries (recognized in the consolidated statements of operations)		(24)
Elimination in accordance with fresh-start accounting				121
Ending balance	(6)	(215)	4
Beginning balance		(99)	(51)	113
Actuarial gain (loss) and prior service credit, net of amortization and taxes	(51)	30	(48)	(1)
Elimination in accordance with fresh-start accounting				(112)
Ending balance	(51)	(69)	(99)
Accumulated other comprehensive loss attributable to Tronox Limited	(57)	(284)	(95)
Accumulated other comprehensive income (loss) attributable to noncontrolling interest		(70)	1
Accumulated other comprehensive loss	$ (57)	$ (354)	$ (94)

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CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current Assets
Cash and cash equivalents	$ 1,478	$ 716
Accounts receivable, net of allowance for doubtful accounts	308	391
Inventories	759	914
Prepaid and other assets	61	38
Deferred tax assets	47	114
Total Current Assets	2,653	2,173
Noncurrent Assets
Property, plant and equipment, net	1,258	1,423
Mineral leaseholds, net	1,216	1,439
Intangible assets, net	300	326
Long-term deferred tax assets	192	91
Other long-term assets, net	80	59
Total Assets	5,699	5,511
Current Liabilities
Accounts payable	164	189
Accrued liabilities	146	209
Short-term debt		30
Long-term debt due within one year	18	10
Income taxes payable	28	24
Deferred tax liabilities	7	5
Total Current Liabilities	363	467
Noncurrent Liabilities
Long-term debt	2,395	1,605
Pension and postretirement healthcare benefits	148	176
Asset retirement obligations	90	106
Long-term deferred tax liabilities	204	222
Other long-term liabilities	62	53
Total Liabilities	3,262	2,629
Contingencies and Commitments
Shareholders' Equity
Capital in excess of par value	1,448	1,429
Retained earnings	1,073	1,314
Accumulated other comprehensive loss	(284)	(95)
Total Shareholders' Equity	2,238	2,649
Noncontrolling interest	199	233
Total Equity	2,437	2,882
Total Liabilities and Equity	5,699	5,511
Class A common stock [Member]
Shareholders' Equity
Common stock, value	1	1
Class B common stock [Member]
Shareholders' Equity
Common stock, value

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Debt - Short-Term Debt (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Short-term Debt [Line Items]
Short-term debt		$ 30
UBS Revolver [Member]
Short-term Debt [Line Items]
Short-term debt
ABSA Revolver [Member]
Short-term Debt [Line Items]
Short-term debt		$ 30

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Basis of Presentation

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

2. Basis of Presentation

We are considered a domestic company in Australia and, as such, are required to report in Australia under International Financial Reporting Standards (“IFRS”). Additionally, as we are not considered a “foreign private issuer” in the United States, we are required to comply with the reporting and other requirements imposed by the U.S. securities law on U.S. domestic issuers, which, among other things, requires reporting under accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements included in this Form 10-K are prepared in conformity with U.S. GAAP. We publish our consolidated financial statements, in both U.S. GAAP and IFRS, in U.S. dollars.

The Consolidated Balance Sheets at December 31, 2013 and 2012 relate to Tronox Limited. The Consolidated Statement of Operations and the Consolidated Statement of Cash Flows for the year ended December 31, 2013 reflect the consolidated operating results of Tronox Limited. The Consolidated Statement of Operations and the Consolidated Statement of Cash Flows for the year ended December 31, 2012 reflect the consolidated operating results of Tronox Incorporated prior to June 15, 2012, and, from June 15, 2012 through December 31, 2012, reflect the consolidated operating results of Tronox Limited. The Consolidated Statements of Operations and the Consolidated Statements of Cash Flows for the eleven months ended December 31, 2011 and one month ended January 31, 2011 reflect the consolidated operating results of Tronox Incorporated.

Prior to the Transaction Date, Tronox Incorporated operated the Tiwest Joint Venture, located in Western Australia, with Exxaro Australia Sands Pty Ltd. Tronox Incorporated accounted for its share of the joint venture’s assets that were jointly controlled and its share of liabilities for which it was jointly responsible on a proportionate gross basis in its Consolidated Balance Sheet. Additionally, Tronox Incorporated accounted for the revenues generated from its share of the products sold, along with its share of the expenses on a gross basis in its Consolidated Statements of Operations through June 15, 2012. As of the Transaction Date, we own 100% of the joint venture (the “Western Australia operations”). In connection with its emergence from bankruptcy, Tronox Incorporated applied fresh-start accounting under Accounting Standards Codification (“ASC”) 852, Reorganizations (“ASC 852”) as of January 31, 2011. Accordingly, the financial information of Tronox Incorporated set forth in this Form 10-K, unless otherwise expressly set forth or as the context otherwise indicates, reflects the consolidated results of operations and financial condition on a fresh-start basis for the period beginning February 1, 2011 (“Successor”), and on a historical basis for the period through January 31, 2011 (“Predecessor”). All references to 2011 refer to the combined twelve month period ended December 31, 2011, which includes the Successor period and the Predecessor period, unless otherwise indicated.

On June 26, 2012, the Board of Directors of Tronox Limited (the “Board”) approved a 5-to-1 share split for holders of Class A ordinary shares (“Class A Shares”) and Class B ordinary shares (“Class B Shares”) at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor’s consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 19.

In management’s opinion, the accompanying consolidated financial statements reflect all adjustments considered necessary for a fair presentation. Our consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. Such reclassifications did not have an impact on our net income or consolidated results of operations.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate within one year of the date of the financial statements due to one or more future confirming events could have a material effect on the financial statements.

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Acquisition of the Mineral Sands Business (Tables)

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Calculation of Total Purchase Price and Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed from Exxaro

	Valuation
Consideration:
Number of Class B Shares (1)		9,950,856
Fair value of Class B Shares on the Transaction Date		137.70
Fair value of equity issued (2)		1,370
Cash paid		1
Noncontrolling interest (3)		233
	$	1,604
Fair Value of Assets Acquired and Liabilities Assumed:
Current Assets:
Cash and cash equivalents	$	115
Accounts receivable, net of allowance for doubtful accounts		196
Inventories		553
Prepaid and other assets		20
Total Current Assets		884
Noncurrent Assets:
Property, plant and equipment, net (4)		880
Mineral leaseholds, net (5)		1,457
Intangibles, net (4)		12
Long-term deferred tax asset		30
Other long-term assets, net		19
Total Assets	$	3,282
Current Liabilities:
Accounts payable		110
Accrued liabilities		25
Unfavorable contracts (6)		85
Short-term debt		75
Deferred tax liabilities		14
Income taxes payable		2
Total Current Liabilities		311
Noncurrent Liabilities:
Long-term debt		19
Long-term deferred tax liability		209
Asset retirement obligations		57
Other long-term liabilities		27
Total Liabilities		623
Net Assets	$	2,659
Gain on Bargain Purchase	$	1,055

(1) The number of Class B Shares issued in connection with the Transaction has not been restated to affect for the 5-for-1 share split as discussed in Note 19.

(2) The fair value of the Class B shares issued was determined based the closing market price of Tronox Incorporated’s common shares on June 14^, 2012, less a 15% discount for marketability due to a restriction that the shares cannot be sold for a period of at least three years following the Transaction Date.

(3) The fair value of the noncontrolling interest is based upon a structured arrangement with Tronox Limited, which allows the ownership interest to be exchanged for approximately 1.45 million additional Class B shares on the earlier of the 10 year anniversary of the Transaction Date or the date when the South African Department of Mineral Resources determines that ownership is no longer required under the BEE legislation.

(4) The fair value of property, plant and equipment and internal use software 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.

(5) The fair value of mineral rights was determined using the Discounted Cash Flow (“DCF” ) 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. Discount rates of 17% for South Africa and 15.5% for Australia were used taking into account the risks associated with such assets, as well as the economic and political environment where each asset is located.

(6) The fair value of unfavorable contracts was determined by multiplying the committed tonnage in each contract by the difference between the committed price in the contract versus the estimated market price over the term of the contract.

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Property, Plant and Equipment - Additional Information (Detail) (Property plant and equipment [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property plant and equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation expense related to property, plant and equipment	$ 191	$ 127	$ 57

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Shareholders' Equity - Schedule of Dividends Declared and Paid (Detail) (USD $)	3 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012
Statement Of Stockholders Equity [Abstract]
Dividend per share	$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 0.25
Total dividend	$ 29	$ 29	$ 28	$ 29	$ 29	$ 32
Record date (close of business)	November 18	August 19	May 20	March 6	November 23	July 13

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Income Taxes - Summary of Statutory Income Tax Rates (Detail)	11 Months Ended	12 Months Ended		1 Months Ended
	Dec. 31, 2011 Successor [Member]	Dec. 31, 2013 Successor [Member]	Dec. 31, 2012 Successor [Member]	Jan. 31, 2011 Predecessor [Member]
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Line Items]
Statutory tax rate	35.00%	30.00%	30.00%	35.00%
Tax rate differences	(5.00%)	191.00%	(6.00%)
Disallowable expenditures	7.00%	(10.00%)	(1.00%)
Gain on bargain purchase, net of tax			(31.00%)
Resetting of tax basis to market value			(7.00%)
Valuation allowances	(25.00%)	(259.00%)	(1.00%)	(1.00%)
Withholding taxes		(59.00%)	2.00%
Foreign interest disallowance	2.00%
Prior year accruals	(1.00%)	22.00%
Change in uncertain tax positions	(6.00%)	6.00%
U.S. state income taxes	2.00%
Permanent adjustment for fresh-start, net of tax				(29.00%)
Foreign exchange		17.00%
AMT and other credits		8.00%
Branch taxation		6.00%
Other, net	(1.00%)		2.00%	(5.00%)
Effective tax rate	8.00%	(48.00%)	(12.00%)	0.00%

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Shareholders' Equity

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Shareholders' Equity

19. Shareholders’ Equity

Tronox Limited

The changes in outstanding Class A Shares and Class B Shares for the years ended December 31, 2013 and 2012 were as follows:

Class A Shares:
Balance at January 1, 2012	—
Shares issued in connection with the Transaction	76,644,650
Shares issued for share-based compensation	24,620
Shares issued for warrants exercised	9,353
Shares purchased by the T-Bucks Trust	(548,234	)
Class A Shares purchased by Exxaro, converted to Class B Shares	(1,400,000	)
Shares repurchased and canceled	(12,626,400	)
Balance at December 31, 2012	62,103,989
Shares issued for share-based compensation	109,790
Shares issued for warrants exercised	84,088
Shares issued for options exercised	51,751
Balance at December 31, 2013	62,349,618
Class B Shares:
Balance at January 1, 2012	—
Shares issued in connection with the Transaction	49,754,280
Class A Shares purchased by Exxaro, converted to Class B Shares	1,400,000
Balance at December 31, 2012	51,154,280
Balance at December 31, 2013	51,154,280

In accordance with Australian law, Tronox Limited is not permitted to hold its own ordinary shares. As such, shares repurchased during 2012 were canceled.

Tronox Incorporated

The changes in outstanding and treasury shares for the year ended December 31, 2012 were as follows:

Shares outstanding:
Balance at January 1, 2012	75,383,455
Shares issued for share-based compensation	570,785
Shares issued for warrants exercised	690,385
Shares issued for claims	25
Shares exchanged in connection with the Transaction	(76,644,650	)
Balance at December 31, 2012	—
Shares held as treasury:
Balance at January 1, 2012	472,565
Shares issued for share-based compensation	239,360
Shares canceled in connection with the Transaction	(711,925	)
Balance at December 31, 2012	—

In accordance with Australian law, Tronox Limited is not permitted to hold its own ordinary shares. As such, Tronox Incorporated shares held in treasury on the Transaction date were canceled in connection with the Transaction.

Warrants

Tronox Limited has outstanding Series A Warrants (the “Series A Warrants”) and Series B Warrants (the “Series B Warrants,” and together with the Series A Warrants, the “Warrants”). Holders of the Warrants are entitled to purchase five Class A Shares and receive $12.50 in cash at an exercise prices of $59.66 for each Series A Warrant and $65.84 for each Series B Warrants. The Warrants have a seven-year term from the date initially issued and will expire on February 14, 2018. A holder may exercise the Warrants by paying the applicable exercise price in cash or exercising on a cashless basis. The Warrants are freely transferable by the holder. As of December 31, 2013 there were 357,300 Series A Warrants and 465,136 Series B Warrants outstanding.

Dividends Declared

During 2013 and 2012, we declared and paid quarterly dividends to holders of our Class A Shares and Class B Shares as follows:

	Q3 2012		Q4 2012		Q1 2013		Q2 2013		Q3 2013		Q4 2013
Dividend per share	$	0.25	$	0.25	$	0.25	$	0.25	$	0.25	$	0.25
Total dividend	$	32	$	29	$	29	$	28	$	29	$	29
Record date (close of business)		July 13		November 23		March 6		May 20		August 19		November 18

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss were as follows:

	Successor									Predecessor
	Year Ended December 31, 2013			Year Ended December 31, 2012			Eleven Months Ended December 31, 2011			One Month Ended January 31, 2011 (1)
Foreign currency translation:
Beginning balance	$	4		$	(6	)	$	—		$	(122	)
Changes in accumulated foreign currency translation		(195	)		10			(6	)		1
Liquidation of non-operating subsidiaries (recognized in the consolidated statements of operations)		(24	)		—			—			—
Elimination in accordance with fresh-start accounting		—			—			—			121
Ending balance		(215	)		4			(6	)		—
Pension and postretirement benefit plans:
Beginning balance		(99	)		(51	)		—			113
Actuarial gain (loss) and prior service credit, net of amortization and taxes		30			(48	)		(51	)		(1	)
Elimination in accordance with fresh-start accounting		—			—			—			(112	)
Ending balance		(69	)		(99	)		(51	)		—
Accumulated other comprehensive loss attributable to Tronox Limited		(284	)		(95	)		(57	)		—
Accumulated other comprehensive income (loss) attributable to noncontrolling interest		(70	)	$	1			—			—
Accumulated other comprehensive loss	$	(354	)	$	(94	)	$	(57	)	$	—

Share split

On June 26, 2012, the Board approved a 5-to-1 share split for holders of Class A Shares and Class B Shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. As a result of the share split, we recorded an increase to Class A Shares and Class B Shares of $1 million and a corresponding decrease to “Retained earnings” on the Consolidated Balance Sheets.

Share Repurchases

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

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Pension and Other Postretirement Healthcare Benefits - Summary of Benefit Obligations and Plan Assets Associated with Benefit Plans (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
The Netherlands Retirement Plan [Member]
Defined Benefit Plans Disclosures Effect Of Subsidy On Net Periodic Postretirement Benefit Cost [Line Items]
Estimated future employer contribution	$ 5
U. S. Qualified Retirement Plan [Member]
Defined Benefit Plans Disclosures Effect Of Subsidy On Net Periodic Postretirement Benefit Cost [Line Items]
Estimated future employer contribution	17
U.S. Postretirement Healthcare Plan [Member]
Defined Benefit Plans Disclosures Effect Of Subsidy On Net Periodic Postretirement Benefit Cost [Line Items]
Estimated future employer contribution	$ 1

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Segment Information - Segment Reporting Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended								11 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Net Sales	$ 108	$ 436	$ 491	$ 525	$ 470	$ 482	$ 487	$ 429	$ 434	$ 1,543	$ 1,922	$ 1,832
Operating income (loss)	20									302	3	25
Interest and debt expense	(3)									(30)	(130)	(65)
Gain on bargain purchase												1,055
Other income (expense)	615									(10)	66	(7)
Income (Loss) before Income Taxes	632									262	(61)	1,008
Income tax benefit (provision)	(1)									(20)	(29)	125
Successor [Member]
Segment Reporting Information [Line Items]
Net Sales										1,543	1,922	1,832
Operating income (loss)										302	3	25
Interest and debt expense										(30)	(130)	(65)
Gain on bargain purchase												1,055
Reorganization income
Other income (expense)										(10)	66	(7)
Income (Loss) before Income Taxes										262	(61)	1,008
Income tax benefit (provision)										(20)	(29)	125
Net Income (loss)										242	(90)	1,133
Successor [Member] | Operating Segments [Member] | Minerals Sands [Member]
Segment Reporting Information [Line Items]
Net Sales										160	1,103	760
Operating income (loss)										42	238	156
Successor [Member] | Operating Segments [Member] | Pigment [Member]
Segment Reporting Information [Line Items]
Net Sales										1,327	1,169	1,246
Operating income (loss)										323	(179)	57
Successor [Member] | Operating Segments [Member] | Corporate And Other [Member]
Segment Reporting Information [Line Items]
Net Sales										133	128	128
Operating income (loss)										(54)	(70)	(139)
Successor [Member] | Eliminations [Member]
Segment Reporting Information [Line Items]
Net Sales										(77)	(478)	(302)
Operating income (loss)										(9)	14	(49)
Predecessor [Member]
Segment Reporting Information [Line Items]
Net Sales	108
Operating income (loss)	20
Interest and debt expense	(3)
Gain on bargain purchase
Reorganization income	613
Other income (expense)	2
Income (Loss) before Income Taxes	632
Income tax benefit (provision)	(1)
Net Income (loss)	631
Predecessor [Member] | Operating Segments [Member] | Minerals Sands [Member]
Segment Reporting Information [Line Items]
Net Sales	8
Operating income (loss)	2
Predecessor [Member] | Operating Segments [Member] | Pigment [Member]
Segment Reporting Information [Line Items]
Net Sales	89
Operating income (loss)	20
Predecessor [Member] | Operating Segments [Member] | Corporate And Other [Member]
Segment Reporting Information [Line Items]
Net Sales	14
Operating income (loss)	(1)
Predecessor [Member] | Eliminations [Member]
Segment Reporting Information [Line Items]
Net Sales	(3)
Operating income (loss)	$ (1)

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Cash Flows Statement Data - Other Noncash Items Included in Reconciliation of Net Income to Net Cash Flows from Operating Activities (Detail) (USD $) In Millions, unless otherwise specified	11 Months Ended	12 Months Ended
	Dec. 31, 2011 Successor [Member]	Dec. 31, 2013 Successor [Member]	Dec. 31, 2012 Successor [Member]
Amortization of fair value inventory step-up and unfavorable ore contracts liability		$ (32)	$ 152
Net gain on liquidation of non-operating subsidiaries		(24)
Accrued transfer taxes			37
Other net adjustments	(7)	(1)	12
Total	$ (7)	$ (57)	$ 201

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Earnings Per Share - Computation of Basic and Diluted Earnings (Loss) Per Share (Detail) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	1 Months Ended		3 Months Ended								11 Months Ended		12 Months Ended
	Jan. 31, 2011		Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011		Dec. 31, 2013		Dec. 31, 2012
Numerator - Basic and Diluted:
Net income (loss) attributable to noncontrolling interest			$ 4	$ 8	$ 12	$ 12	$ (3)	$ 2					$ 36		$ (1)
Net Income (Loss) attributable to Tronox Limited	631		(7)	(49)	(13)	(57)	(93)	(3)	1,144	86	242		(126)		1,134
Successor [Member]
Numerator - Basic and Diluted:
Net Income (loss)											242		(90)		1,133
Net income (loss) attributable to noncontrolling interest													36		(1)
Net Income (Loss) attributable to Tronox Limited											242		(126)		1,134
Less: Dividends paid															(61)
Undistributed earnings (loss)											242		(126)		1,073
Percentage allocated to ordinary shares											100.00%		100.00%		99.30%
Undistributed earnings (loss) allocated to ordinary shares											242		(126)		1,065
Add: Dividends paid allocated to ordinary shares													115		60
Earnings (loss) available to ordinary shares											242		(126)		1,125
Denominator - Basic:
Weighted-average ordinary shares											74,905		113,416		98,985
Add: Effect of Dilutive Securities:
Restricted stock											275				49
Warrants											2,895				2,372
Options											20
Denominator - Dilutive											78,095		113,416		101,406
Earnings (Loss) per Ordinary Share:
Basic earnings (loss) per ordinary share											$ 3.22	[1]	$ (1.11)	[1]	$ 11.37	[1]
Diluted earnings (loss) per ordinary share											$ 3.10	[1]	$ (1.11)	[1]	$ 11.10	[1]
Predecessor [Member]
Numerator - Basic and Diluted:
Net Income (loss)	631
Net income (loss) attributable to noncontrolling interest
Net Income (Loss) attributable to Tronox Limited	631
Undistributed earnings (loss)	631
Percentage allocated to ordinary shares	100.00%
Undistributed earnings (loss) allocated to ordinary shares	631
Earnings (loss) available to ordinary shares	$ 631
Denominator - Basic:
Weighted-average ordinary shares	41,311
Add: Effect of Dilutive Securities:
Restricted stock	88
Denominator - Dilutive	41,399
Earnings (Loss) per Ordinary Share:
Basic earnings (loss) per ordinary share	$ 15.28	[1]
Diluted earnings (loss) per ordinary share	$ 15.25	[1]

[1] On June 26, 2012, the Board of Directors of Tronox Limited approved a 5-to-1 share split for holders of Class A ordinary shares and Class B ordinary shares at the close of business on July 20, 2012, by issuance of four additional shares for each share of the same class by way of bonus issue. All references to number of shares and per share data in the Successor's consolidated financial statements have been adjusted to reflect the share split, unless otherwise noted. See Note 19 for additional information regarding the share split.

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Foreign Currency

Foreign Currency

The U.S. dollar is the functional currency for our operations, except for our South African operations, whose function currency is the Rand, and our European operations, whose function currency is the Euro. We determine the functional currency of each subsidiary based on a number of factors, including the predominant currency for revenues, expenditures and borrowings. Adjustments from the remeasurement of non-functional currency monetary assets and liabilities are recorded in “Other income (expense)” on the Consolidated Statements of Operations. When the subsidiary’s functional currency is not the U.S. dollar, translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are recorded in “Accumulated other comprehensive loss” on the Consolidated Balance Sheets.

Gains and losses on intercompany foreign currency transactions that are not expected to be settled in the foreseeable future are reported in the same manner as translation adjustments.

Revenue Recognition

Revenue Recognition

Revenue is recognized when risk of loss and title to the product is transferred to the customer, pricing is fixed or determinable, and collection is reasonably assured. All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are reported as net sales. Accruals are made for sales returns and other allowances based on our historical experience.

Cost of Goods Sold

Cost of Goods Sold

Cost of goods sold includes costs for purchasing, receiving, manufacturing and distributing products, including raw materials, energy, labor, depreciation, shipping and handling, freight, warehousing and other production costs.

Research and Development

Research and Development

Research and development costs, which include salaries, building costs, utilities, administrative expenses and allocations of corporate costs, were $10 million, $9 million and $9 million during 2013, 2012 and 2011, respectively, and were expensed as incurred.

Selling, General and Administrative Expenses

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs related to marketing, agent commissions and legal and administrative functions such as corporate management, human resources, information technology, investor relations, accounting, treasury, and tax compliance.

Income Taxes

Income Taxes

We use the asset and liability method of accounting for income taxes. The estimation of the amounts of income taxes involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings and uncertain tax positions.

Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. We periodically assess the likelihood that we will be able to recover our deferred tax assets, and reflect any changes in our estimates in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate. All available positive and negative evidence is weighted to determine whether a valuation allowance should be recorded.

The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments. Our estimate for the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions, and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized. See Note 6.

Earnings Per Share

Earnings per Share

Basic and diluted earnings per share are calculated using the two-class method. Under the two-class method, earnings used to determine basic earnings per share are reduced by an amount allocated to participating securities. Participating securities include restricted shares issued under the Tronox Management Equity Incentive Plan (see Note 21) and the T-Bucks Employee Participation Plan (see Note 21), both of which contain non-forfeitable dividend rights. Our unexercised options, unexercised Series A and Series B Warrants (see Note 19), and unvested restricted share units do not contain non-forfeitable rights to dividends and, as such, are not considered in the calculation of basic earnings per share. Our unvested restricted shares do not have a contractual obligation to share in losses; therefore, when we record a net loss, none of the loss is allocated to participating securities. Consequently, in periods of net loss, the two class method does not have an effect on basic loss per share.

Diluted earnings per share is calculated by dividing net earnings allocable to ordinary shares by the weighted-average number of ordinary shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating restricted share units, options and Series A and Series B Warrants. The options and Series A and Series B Warrants are included in the calculation of diluted earnings per ordinary share utilizing the treasury stock method. See Note 7.

Fair Value Measurement

Fair Value Measurement

We measure fair value on a recurring basis utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and consider counterparty credit risk in our assessment of fair value. The fair value hierarchy is as follows:

• Level 1 – Quoted prices in active markets for identical assets and liabilities;

• Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and,

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

See Note 8.

Cash and Cash Equivalents

Cash and Cash Equivalents

We consider all investments with original maturities of three months or less to be cash equivalents. We maintain cash and cash equivalents in bank deposit and money market accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are generally highly rated and geographically dispersed, and we have a policy to limit the amount of credit exposure with any one institution. We have not experienced any losses in such accounts and believe we are not exposed to significant credit risk.

Accounts Receivable

Accounts Receivable

A significant portion of our liquidity is concentrated in trade accounts receivable that arise from sales of TiO₂ and titanium feedstock to customers in the TiO₂ industry. The industry concentration has the potential to impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic, industry or other conditions. In addition, due to our international operations, we are subject to potential trade restrictions and sovereign risk in certain countries we operate in. We perform credit evaluations of our customers, and take actions deemed appropriate to mitigate credit risk. Only in certain specific occasions do we require collateral in the form of bank or parental guarantees or guarantee payments. We maintain allowances for potential credit losses based on historical experience resulting in monthly reserve positions relating to a percentage taken from the overall outstanding balances. See Note 9.

Inventories

Inventories

Pigment inventories are stated at the lower of actual cost or market, net of allowances for obsolete and slow-moving inventory. The cost of finished goods inventories is determined using the first-in, first-out method. Carrying values include material costs, labor and associated indirect manufacturing expenses. Costs for materials and supplies, excluding ore, are determined by average cost to acquire. Raw materials are carried at actual cost. Mineral Sands inventories are stated at a weighted-average cost of production. We periodically review the cost of our inventory in comparison to its net realizable value. We also periodically review our inventory for obsolescence (inventory that is no longer marketable for its intended use). In either case, we record any write-down equal to the difference between the cost of inventory and its estimated net realizable value based on assumptions about alternative uses, market conditions and other factors. See Note 10.

Long Lived Assets

Long Lived Assets

Property, plant and equipment, net is stated at cost less accumulated depreciation, and is depreciated over its estimated useful life using the straight-line method as follows:

Land improvements	10 — 20 years
Buildings	10 — 40 years
Machinery and equipment	3 — 25 years
Furniture and fixtures	10 years

Maintenance and repairs are expensed as incurred, except for costs of replacements or renewals that improve or extend the lives of existing properties, which are capitalized. Upon retirement or sale, the cost and related accumulated depreciation are removed from the respective account, and any resulting gain or loss is included in “Cost of goods sold” or “Selling, general, and administrative expenses” on the Consolidated Statements of Operations. See Note 11.

We capitalize interest costs on major projects that require an extended period of time to complete. See Note 15.

Mineral property acquisition costs are capitalized as tangible assets when management determines that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and anticipated exploration and development expenditures. Mineral leaseholds are depleted over their useful lives as determined under the units of production method. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property through the commencement of production are capitalized. See Note 12.

Intangible assets are stated at cost less accumulated amortization, and are amortized on a straight-line basis over their estimated useful lives, which range from 5 to 20 years. See Note 13.

We evaluate the recoverability of the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, we assess whether the projected undiscounted cash flows of our long-lived assets are sufficient to recover the existing unamortized cost of our long-lived assets. If the undiscounted projected cash flows are not sufficient, we calculate the impairment amount by discounting the projected cash flows using our weighted-average cost of capital. The amount of the impairment is written off against earnings in the period in which the impairment is determined.

Long-term Debt

Long-term Debt

Long-term debt is stated net of unamortized original issue premium or discount. Premiums or discounts are amortized on the effective interest method with amortization expense recorded in “Interest and debt expense” on the Consolidated Statements of Operations. Deferred debt issuance costs are recorded in “Other long-term assets” on the Consolidated Balance Sheets, and are amortized on the effective interest method with amortization expense recorded in “Interest and debt expense” on the Consolidated Statements of Operations. See Note 15.

Asset Retirement Obligations

Asset Retirement Obligations

Asset retirement obligations are recorded at their estimated fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at our credit-adjusted risk-free interest rate, which are considered Level 2 inputs. We classify accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” on the Consolidated Statements of Operations. See Note 16.

Derivative Instruments

Derivative Instruments

Derivative instruments are recorded in the Consolidated Balance Sheets at their fair values. Changes in the fair value of derivative instruments not designated for hedge accounting treatment are recorded in “Other income (expense)” on the Consolidated Statements of Operations. See Note 17.

Environmental Remediation and Other Contingencies

Environmental Remediation and Other Contingencies

We recognize a loss and record an undiscounted liability when litigation has commenced or a claim or assessment has been asserted, or, based on available information, commencement of litigation or assertion of a claim or assessment is probable, and the associated costs can be reasonably estimated. See Note 18.

Self-Insurance

Self-Insurance

We are self-insured for certain levels of general and vehicle liability, property, workers’ compensation and health care coverage. The cost of these self-insurance programs is accrued based upon estimated fully developed settlements for known and anticipated claims. Any resulting adjustments to previously recorded reserves are reflected in current operating results. We do not accrue for general or unspecific business risks.

Share-based Compensation

Share-based Compensation

Equity Restricted Share and Restricted Share Unit Awards — The fair value of equity instruments is measured based on the share price on the grant date and is recognized over the vesting period. These awards contain service, market and/or performance conditions. For awards containing only a service or a market condition, we have elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award. For awards containing a market condition, the fair value of the award is measured using the lattice model, otherwise the fair value is the grant date close price. For awards containing a performance condition, compensation expense is not recognized until we conclude that it is probable that the performance condition will be met. We reassess the probability quarterly. See Note 21.

Liability Restricted Share Awards — Restricted share awards classified as liability awards contain only a service condition, and have graded vesting provisions. Liability awards are re-measured to fair value at each reporting date. See Note 21.

Option Awards — The Black-Scholes option pricing model is utilized to measure the fair value of options on the grant date. The options contain only service conditions and have graded vesting provisions. We have elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award. See Note 21.

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Mineral Leaseholds

12 Months Ended

Dec. 31, 2013

Extractive Industries [Abstract]

Mineral Leaseholds

12. Mineral Leaseholds

	December 31,
	2013			2012
Mineral leaseholds	$	1,388		$	1,502
Less accumulated depletion		(172	)		(63	)
Net	$	1,216		$	1,439

Depletion expense related to mineral leaseholds during 2013, 2012 and 2011 was $115 million, $59 million and $4 million, respectively.

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Derivative Instruments - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Derivative Fair Value Of Derivative Net [Abstract]
Gain (Loss) on currency forward contract	$ 2,000,000
Forward contracts	$ 0	$ 0