1328910--3/29/2006--TRONOX

related topics

{cost, regulation, environmental}

{debt, indebtedness, cash}

{condition, economic, financial}

{property, intellectual, protect}

{stock, price, operating}

{cost, contract, operation}

{competitive, industry, competition}

{stock, price, share}

{operation, international, foreign}

{product, market, service}

{cost, operation, labor}

{loan, real, estate}

{acquisition, growth, future}

We are subject to significant liabilities that are in addition to those associated with our primary business. These liabilities could adversely affect our financial condition and results of operations and we could suffer losses as a result of these liabilities even if our primary business performs well. The costs of compliance with the extensive environmental, health and safety laws and regulations to which we are subject or the inability to obtain, update or renew permits required for the operation of our business could reduce our profitability or otherwise adversely affect us. The actual costs of environmental remediation and restoration could exceed estimates. Hazards associated with chemical manufacturing could adversely affect our results of operations. Violations or noncompliance with the extensive environmental, health and safety laws and regulations to which we are subject could result in unanticipated loss or liability. The amount of our debt could adversely affect our financial condition, limit our ability to pursue business opportunities, reduce our operating flexibility or put us at a competitive disadvantage. The terms of our senior secured credit facility and our indenture governing the unsecured notes contain a number of restrictive and financial covenants that could limit our ability to pay dividends or to operate effectively in the future. If we are unable to comply with these covenants, our lenders could accelerate the repayment of our indebtedness. Market conditions and cyclical factors that adversely affect the demand for the end-use products that contain our titanium dioxide could adversely affect our results. Our business, financial condition and results of operations could be adversely affected by global and regional economic downturns and other conditions. Our results of operations may be adversely affected by fluctuations in currency exchange rates. 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. 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. The labor and employment laws in many jurisdictions in which we operate are more restrictive than in the United States. Our relationship with our employees could deteriorate, which could adversely affect our operations. Third parties may claim that our products or processes infringe their intellectual property rights, which may cause us to pay unexpected litigation costs or damages or prevent us from making, using, or selling our products. If we are not able to continue our technological innovation and successful commercial introduction of new products, our profitability could be adversely affected. 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. We may need additional capital in the future and may not be able to obtain it on favorable terms, if at all. As long as Kerr-McGee owns shares of our common stock representing a majority of the voting power of our common stock, it will control us and the influence of our other stockholders over significant corporate actions will be limited. The interim services provided to us by Kerr-McGee may not be sufficient to meet our needs, and we may not be able to replace these services after our agreements with Kerr-McGee expire. We will qualify for, and intend to rely on, exemptions from the New York Stock Exchange ( NYSE ) corporate governance requirements. Our executive officers and directors may have conflicts of interest because of their ownership of common stock of, and other ties to, Kerr-McGee.

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1328910--3/29/2006--TRONOX_INC