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Accounts Receivable Securitization Program
12 Months Ended
Dec. 31, 2025
Transfers and Servicing [Abstract]  
Accounts Receivable Securitization Program Accounts Receivable Securitization Program
On March 15, 2022, the Company entered into an accounts receivable securitization program (“Securitization Facility”) with a financial institution ("Purchaser"), through our wholly-owned special purpose bankruptcy-remote subsidiary Tronox Securitization LLC (“ SPE”). The purpose of this program is to enhance the Company's financial flexibility by providing
additional liquidity. The Securitization Facility permitted the SPE to sell accounts receivable up to $75 million (the “Facility
Limit”). Under the Securitization Facility, our wholly-owned U.S. operating subsidiary, Tronox LLC (“Originator”), sells its
entire accounts receivable on a periodic basis to the SPE. The SPE in turn sells undivided interests in the receivables that meet
certain eligibility criteria, pursuant to the terms of a receivable purchase agreement, to the Purchaser in exchange for cash, not to
exceed the Facility Limit. The SPE retains the remaining receivables as unsold receivables which are pledged as a collateral for
the sold receivables to which the purchaser is granted a first priority security interest.
Following the sale of the receivables by the Originator to the SPE, the receivables are legally isolated from Tronox and its affiliated entities, and upon the subsequent sale and transfer of the receivables from the SPE to the administrative agent, effective control of the receivables is passed to the purchaser, which has all rights, including the right to pledge or sell the receivables. Any new receivables that are not sold to the purchaser by the SPE are added to the unsold receivables held as collateral.
In November 2022, the Securitization Facility was amended (the "First Amendment") to include receivables generated by our wholly-owned Australian operating subsidiaries, Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. which increased the Facility Limit to $200 million and extended the program term to November 2025. Following this amendment, we sold additional accounts receivable in exchange for net cash proceeds of $72 million, for a total aggregate amount of $147 million for the combined program.
In June 2023, the Company entered into an additional amendment (the “Second Amendment”) to further include receivables generated by our wholly-owned European operating subsidiaries Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as a result of the Second Amendment, which remained at $200 million and November 2025, respectively. As a result of the Second Amendment, during the year ended December 31, 2023, we incurred $1 million of transaction costs, which are recorded in "Other expense (income), net" in our Consolidated Statement of Operations.
In March 2024, we entered into a Securitization Facility technical amendment (the "Third Amendment"), to increase the
percentage of certain receivables eligible for sale to the Purchaser. In April 2024, we again amended the Securitization
Facility (the "Fourth Amendment"), to increase the Facility Limit from $200 million to $230 million.
In March 2025, the Securitization Facility was amended (the "Fifth Amendment") to extend the program term to March 2028.
As the Company does not maintain effective control over the sold receivables, we derecognize the sold receivables from our
Consolidated Balance Sheet and classify the cash proceeds as source of cash from operating activities in our Consolidated Statement of Cash Flows.
The program is structured on a revolving basis under which cash collections from receivables are used to fund additional
purchases of receivables at 100% face value, not to exceed the facility limit. At December 31, 2025 and 2024, the total value of accounts receivable sold under the Securitization Facility and derecognized from the Company's Consolidated Balance Sheet was $230 million and $215 million, respectively. This resulted in the Company recording $15 million within "Accounts payable" on the Consolidated Balance Sheet at December 31, 2024 as this amount is due to the Purchaser as a result of a periodic decrease in accounts receivable sold to the Purchaser, which was paid in January 2025. There were no corresponding amounts at December 31, 2025. Additionally, at December 31, 2025 and 2024, respectively, we retained $133 million and $109 million of unsold receivables that we pledged as collateral for the sold receivables.
The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods:
Year Ended December 31,
20252024
Cash proceeds from collections reinvested in the program$1,091 $1,051 
Incremental accounts receivables sold1,106 1,080 
Fees incurred1
13 15 
1 Amounts relate to monthly utilization of the Securitization Facility and related third-party advisor fees. Such amounts are recorded in "Other expense (income), net" in our Consolidated Statements of Operations.