Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Cover [Abstract] | ||
Entity Registrant Name | Tronox Holdings plc | |
Entity Central Index Key | 0001530804 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 141,880,996 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-35573 | |
Entity Tax Identification Number | 98-1467236 | |
Entity Incorporation, State or Country Code | X0 | |
Entity Address, Address Line One | 263 Tresser Boulevard, Suite 1100 | |
Entity Address, City or Town | Stamford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06901 | |
City Area Code | 203 | |
Local Phone Number | 705-3800 | |
Title of 12(b) Security | Ordinary Shares, par value $0.01 per share | |
Trading Symbol | TROX | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ||||
Net sales | $ 791 | $ 492 | $ 1,181 | $ 934 |
Cost of goods sold | 672 | 348 | 979 | 675 |
Contract loss | 19 | 0 | 19 | 0 |
Gross profit | 100 | 144 | 183 | 259 |
Selling, general and administrative expenses | 103 | 79 | 170 | 155 |
Restructuring | 10 | 0 | 10 | 0 |
Impairment loss | 0 | 0 | 0 | 25 |
Income from operations | (13) | 65 | 3 | 79 |
Interest expense | (54) | (48) | (103) | (97) |
Interest income | 3 | 7 | 12 | 15 |
Loss on extinguishment of debt | 0 | (30) | (2) | (30) |
Other income (expense), net | 5 | 29 | 3 | 20 |
(Loss) income from continuing operations before income taxes | (59) | 23 | (87) | (13) |
Income tax benefit | 4 | 27 | 2 | 22 |
Net (loss) income from continuing operations | (55) | 50 | (85) | 9 |
Net loss from discontinued operations, net of tax | (1) | 0 | (1) | 0 |
Net (loss) income | (56) | 50 | (86) | 9 |
Net income attributable to noncontrolling interest | 6 | 14 | 10 | 17 |
Net (loss) income attributable to Tronox Holdings plc | $ (62) | $ 36 | $ (96) | $ (8) |
Net (loss) income per share, basic: | ||||
Continuing operations (in dollars per share) | $ (0.41) | $ 0.30 | $ (0.69) | $ (0.07) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 |
Net (loss) income per share, basic (in dollars per share) | (0.41) | 0.30 | (0.69) | (0.07) |
Net (loss) income per share, diluted: | ||||
Continuing operations (in dollars per share) | (0.41) | 0.29 | (0.69) | (0.07) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 |
Net (loss) income per share, diluted (in dollars per share) | $ (0.41) | $ 0.29 | $ (0.69) | $ (0.07) |
Weighted average shares outstanding, basic (in shares) | 150,686 | 123,063 | 137,569 | 122,699 |
Weighted-average shares outstanding, diluted (in shares) | 150,686 | 126,716 | 137,569 | 122,699 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) [Abstract] | ||||
Net (loss) income | $ (56) | $ 50 | $ (86) | $ 9 |
Other comprehensive income: | ||||
Foreign currency translation adjustments | 22 | (185) | 22 | (126) |
Pension and postretirement plans: | ||||
Amortization of unrecognized actuarial losses, net of taxes of less than $1 million in each of the three and six months ended June 30, 2019 and 2018 | 1 | 1 | 1 | 2 |
Fair value of hedges | (1) | 0 | (1) | 0 |
Unrealized gains (losses) on derivative financial instruments (no tax impact) | (22) | 0 | (22) | 0 |
Other comprehensive (loss) income | 0 | (184) | 0 | (124) |
Total comprehensive (loss) | (56) | (134) | (86) | (115) |
Comprehensive (loss) income attributable to noncontrolling interest: | ||||
Net income | 6 | 14 | 10 | 17 |
Foreign currency translation adjustments | 4 | (46) | 15 | (31) |
Comprehensive (loss) income attributable to noncontrolling interest | 10 | (32) | 25 | (14) |
Comprehensive (loss) income attributable to Tronox Holdings plc | $ (66) | $ (102) | $ (111) | $ (101) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Maximum [Member] | ||||
Pension and postretirement plans: | ||||
Amortization of unrecognized actuarial losses, taxes | $ 1 | $ 1 | $ 1 | $ 1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 397 | $ 1,034 |
Restricted cash | 9 | 662 |
Accounts receivable, net of allowance for doubtful accounts | 599 | 317 |
Inventories, net | 1,097 | 479 |
Prepaid and other assets | 156 | 50 |
Income taxes receivable | 4 | 2 |
Total current assets | 2,262 | 2,544 |
Noncurrent Assets | ||
Property, plant and equipment, net | 1,635 | 1,004 |
Mineral leaseholds, net | 834 | 796 |
Intangible assets, net | 231 | 176 |
Goodwill | 68 | 0 |
Lease right of use assets, net | 93 | 0 |
Deferred tax assets | 123 | 37 |
Other long-term assets | 170 | 85 |
Total assets | 5,416 | 4,642 |
Current Liabilities | ||
Accounts payable | 297 | 133 |
Accrued liabilities | 330 | 140 |
Short-term lease liabilities | 30 | 0 |
Long-term debt due within one year | 58 | 22 |
Income taxes payable | 3 | 5 |
Total current liabilities | 718 | 300 |
Noncurrent Liabilities | ||
Long-term debt, net | 3,136 | 3,139 |
Pension and postretirement healthcare benefits | 146 | 93 |
Asset retirement obligations | 163 | 68 |
Environmental liabilities | 36 | 1 |
Long-term lease liabilities | 59 | 0 |
Long-term deferred tax liabilities | 175 | 163 |
Other long-term liabilities | 54 | 16 |
Total liabilities | 4,487 | 3,780 |
Shareholders' Equity | ||
Tronox Holdings plc ordinary shares, par value $0.01 - 144,377,289 shares issued and outstanding at June 30, 2019 and 123,015,301 shares issued and 122,933,845 shares outstanding at December 31, 2018 | 1 | 1 |
Capital in excess of par value | 1,860 | 1,579 |
Accumulated deficit | (466) | (357) |
Accumulated other comprehensive loss | (616) | (540) |
Total Tronox Holdings plc shareholders' equity | 779 | 683 |
Noncontrolling interest | 150 | 179 |
Total equity | 929 | 862 |
Total liabilities and equity | $ 5,416 | $ 4,642 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Shareholders' Equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 144,377,289 | 123,015,301 |
Common stock, shares outstanding (in shares) | 144,377,289 | 122,933,845 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (86) | $ 9 |
Net (loss) from discontinued operations, net of tax | (1) | 0 |
Net (loss) income from continuing operations | (85) | 9 |
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities, continuing operations: | ||
Depreciation, depletion and amortization | 131 | 97 |
Deferred income taxes | (13) | (30) |
Share-based compensation expense | 15 | 9 |
Amortization of deferred debt issuance costs and discount on debt | 4 | 7 |
Loss on extinguishment of debt | 2 | 30 |
Contract loss | 19 | 0 |
Impairment losses | 0 | 25 |
Acquired inventory step-up recognized in earnings | 55 | 0 |
Other non-cash items affecting net (loss) income from continuing operations | 17 | (3) |
Changes in assets and liabilities: | ||
Increase in accounts receivable, net | (43) | (33) |
Decrease (increase) in inventories, net | 31 | (14) |
Increase in prepaid and other assets | (8) | (27) |
Increase (decrease) in accounts payable and accrued liabilities | 32 | (36) |
Net changes in income tax payables and receivables | (8) | 6 |
Changes in other non-current assets and liabilities | (16) | (9) |
Cash provided by operating activities- continuing operations | 133 | 31 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (81) | (55) |
Cristal Acquisition | (1,603) | 0 |
Proceeds from sale of Ashtabula | 707 | 0 |
Insurance proceeds | 10 | 0 |
Loans | (25) | (14) |
Proceeds from sale of assets | 1 | 0 |
Cash used in investing activities- continuing operation | (991) | (69) |
Cash Flows from Financing Activities: | ||
Repayments of long-term debt | (215) | (595) |
Proceeds of short-term debt | 0 | 0 |
Proceeds from long-term debt | 222 | 615 |
Repurchase of common stock | (252) | 0 |
Acquisition of noncontrolling interest | (148) | 0 |
Call premium paid | 0 | (22) |
Debt issuance costs | (4) | (10) |
Proceeds from the exercise of options and warrants | 0 | 6 |
Dividends paid | (14) | (12) |
Restricted stock and performance-based shares settled in cash for withholding taxes | (6) | (6) |
Cash used in financing activities- continuing operations | (417) | (24) |
Discontinued Operations: | ||
Cash used in operating activities | (15) | 0 |
Cash used in investing activities | (1) | 0 |
Net cash flows used by discontinued operations | (16) | 0 |
Effects of exchange rate changes on cash and cash equivalents and restricted cash | 1 | (15) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (1,290) | (77) |
Cash, cash equivalents and restricted cash at beginning of period | 1,696 | 1,769 |
Cash, cash equivalents and restricted cash at end of period | $ 406 | $ 1,692 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Millions | Total Tronox Holdings plc Shareholders' Equity [Member] | Ordinary Shares [Member] | Capital in Excess of par Value [Member] | (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Loss [Member] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 829 | $ 1 | $ 1,558 | $ (327) | $ (403) | $ 186 | $ 1,015 |
Balance (in shares) at Dec. 31, 2017 | 121,271 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (44) | $ 0 | 0 | (44) | 0 | 3 | (41) |
Other comprehensive income (loss) | 45 | 0 | 0 | 0 | 45 | 15 | 60 |
Share-based compensation | 7 | $ 0 | 7 | 0 | 0 | 0 | 7 |
Share-based compensation (in shares) | 1,099 | ||||||
Shares cancelled | (4) | $ 0 | (4) | 0 | 0 | 0 | (4) |
Shares cancelled (in shares) | (222) | ||||||
Warrants and options exercised | 2 | $ 0 | 2 | 0 | 0 | 0 | 2 |
Warrants and options exercised (in shares) | 338 | ||||||
Ordinary share dividends ($0.045 per share) | (6) | $ 0 | 0 | (6) | 0 | 0 | (6) |
Balance at Mar. 31, 2018 | 829 | $ 1 | 1,563 | (377) | (358) | 204 | 1,033 |
Balance (in shares) at Mar. 31, 2018 | 122,486 | ||||||
Balance at Dec. 31, 2017 | 829 | $ 1 | 1,558 | (327) | (403) | 186 | 1,015 |
Balance (in shares) at Dec. 31, 2017 | 121,271 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 9 | ||||||
Other comprehensive income (loss) | (124) | ||||||
Balance at Jun. 30, 2018 | 725 | $ 1 | 1,567 | (347) | (496) | 172 | 897 |
Balance (in shares) at Jun. 30, 2018 | 122,900 | ||||||
Balance at Mar. 31, 2018 | 829 | $ 1 | 1,563 | (377) | (358) | 204 | 1,033 |
Balance (in shares) at Mar. 31, 2018 | 122,486 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 36 | $ 0 | 0 | 36 | 0 | 14 | 50 |
Other comprehensive income (loss) | (138) | 0 | 0 | 0 | (138) | (46) | (184) |
Share-based compensation | 6 | $ 0 | 6 | 0 | 0 | 0 | 6 |
Share-based compensation (in shares) | 215 | ||||||
Shares cancelled | (2) | $ 0 | (2) | 0 | 0 | 0 | (2) |
Shares cancelled (in shares) | (93) | ||||||
Warrants and options exercised | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 |
Warrants and options exercised (in shares) | 292 | ||||||
Ordinary share dividends ($0.045 per share) | (6) | $ 0 | 0 | (6) | 0 | 0 | (6) |
Balance at Jun. 30, 2018 | 725 | $ 1 | 1,567 | (347) | (496) | 172 | 897 |
Balance (in shares) at Jun. 30, 2018 | 122,900 | ||||||
Balance at Dec. 31, 2018 | 683 | $ 1 | 1,579 | (357) | (540) | 179 | 862 |
Balance (in shares) at Dec. 31, 2018 | 122,934 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (34) | $ 0 | 0 | (34) | 0 | 4 | (30) |
Other comprehensive income (loss) | (11) | 0 | 0 | 0 | (11) | 11 | 0 |
Share-based compensation | 8 | $ 0 | 8 | 0 | 0 | 0 | 8 |
Share-based compensation (in shares) | 3,306 | ||||||
Shares cancelled | (6) | $ 0 | (6) | 0 | 0 | 0 | (6) |
Shares cancelled (in shares) | (502) | ||||||
Acquisition of noncontrolling interest | (58) | $ 0 | 3 | 0 | (61) | (90) | (148) |
Ordinary share dividends ($0.045 per share) | (6) | 0 | 0 | (6) | 0 | 0 | (6) |
Balance at Mar. 31, 2019 | 576 | $ 1 | 1,584 | (397) | (612) | 104 | 680 |
Balance (in shares) at Mar. 31, 2019 | 125,738 | ||||||
Balance at Dec. 31, 2018 | 683 | $ 1 | 1,579 | (357) | (540) | 179 | 862 |
Balance (in shares) at Dec. 31, 2018 | 122,934 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (86) | ||||||
Other comprehensive income (loss) | 0 | ||||||
Acquisition of noncontrolling interest | (61) | ||||||
Balance at Jun. 30, 2019 | 779 | $ 1 | 1,860 | (466) | (616) | 150 | 929 |
Balance (in shares) at Jun. 30, 2019 | 144,377 | ||||||
Balance at Mar. 31, 2019 | 576 | $ 1 | 1,584 | (397) | (612) | 104 | 680 |
Balance (in shares) at Mar. 31, 2019 | 125,738 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (62) | $ 0 | 0 | (62) | 0 | 6 | (56) |
Other comprehensive income (loss) | (4) | 0 | 0 | 0 | (4) | 4 | 0 |
Share-based compensation | 7 | $ 0 | 7 | 0 | 0 | 0 | 7 |
Share-based compensation (in shares) | 20 | ||||||
Shares cancelled | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 |
Shares cancelled (in shares) | (4) | ||||||
Shares issued for acquisition | 526 | $ 0 | 526 | 0 | 0 | 0 | 526 |
Shares issued for acquisition (in shares) | 37,580 | ||||||
Shares repurchased and cancelled | (257) | $ 0 | (257) | 0 | 0 | 0 | (257) |
Shares repurchased and cancelled (in shares) | (18,957) | ||||||
Cristal acquisition | 0 | $ 0 | 0 | 0 | 0 | 36 | 36 |
Ordinary share dividends ($0.045 per share) | (7) | 0 | 0 | (7) | 0 | 0 | (7) |
Balance at Jun. 30, 2019 | $ 779 | $ 1 | $ 1,860 | $ (466) | $ (616) | $ 150 | $ 929 |
Balance (in shares) at Jun. 30, 2019 | 144,377 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY [Abstract] | ||||
Dividend paid per share (in dollars per share) | $ 0.045 | $ 0.045 | $ 0.045 | $ 0.045 |
The Company
The Company | 6 Months Ended |
Jun. 30, 2019 | |
The Company [Abstract] | |
The Company | 1. The Company Prior to March 27, 2019, Tronox Limited,a public limited company registered under the laws of the State of Western Australia, was the ultimate parent company of the Tronox group of companies. Effective March 27, 2019, Tronox Limited effected a redomiciliation transaction (the “Re-domicile Transaction”), effectively changing its jurisdiction of incorporation from Western Australia to England and Wales, by “top-hatting” the Tronox group of companies with Tronox Holdings plc (referred to herein as “Tronox,” “we,” “us,” or “our”), a public limited company registered under the laws of England and Wales. As a result of the Re-domicile Transaction, Tronox Limited became a wholly-owned subsidiary of Tronox Holdings plc. The Re-domicile Transaction was implemented by schemes of arrangement, pursuant to which Tronox Limited’s Class A and Class B ordinary shares were exchanged on a one-for- basis for ordinary shares in Tronox Holdings plc, par value US $ per share. As a result, the Class A ordinary shares of Tronox Limited were delisted from the New York Stock Exchange (“NYSE”) and the ordinary shares of Tronox Holdings plc were listed on the NYSE in its place. The Re-domicile Transaction had an impact on capital gains tax for our ordinary shares held by Exxaro Resources Limited (“Exxaro”). See “Exxaro Mineral Sands Transaction Completion Agreement” below for a discussion of our agreement with Exxaro associated with South African capital gains tax. On April 10, 2019, we completed the acquisition of the TiO 2 business of The National Titanium Dioxide Company Ltd., a limited company organized under the laws of the Kingdom of Saudi Arabia (“Cristal”) . Including the Cristal operations, we now operate titanium-bearing mineral sand mines and beneficiation and smelting operations in Australia, South Africa and Brazil to produce feedstock materials that can be processed into TiO 2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications where nano-particulate TiO 2 is required. of our feedstock materials in our own TiO 2 pigment facilities in the United States, Australia, Brazil, UK, France, Netherlands, China and the Kingdom of Saudi Arabia (“KSA”) with a goal of delivering low cost, high-quality pigment to our coatings and other TiO 2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, which we also supply to customers around the world. See Note 2 below for further details on the Cristal . In order to obtain regulatory approval for the Cristal Transaction, the Federal Trade Commission (“FTC”) required us to divest Cristal's North American TiO 2 business, which we sold to INEOS Enterprises ("INEOS") on May 1, 2019, for proceeds of approximately $ million, The operating results of Cristal’s North American TiO 2 business, from the acquisition date to the date of divestiture, are included in a single caption entitled “Loss from discontinued operations, net of tax” in our unaudited Condensed Consolidated Statements of Operatio Jazan Slagger and Option Agreement On May 9, 2018, we entered into an Option Agreement (the “Option Agreement”) with Advanced Metal Industries Cluster Company Limited (“AMIC”), which is owned and Cristal. Under the terms of the Option Agreement, AMIC granted us an option (the “Option”) to acquire of a special purpose vehicle (the “SPV”), to which AMIC’s ownership in a titanium slag smelter facility (the “Slagger”) in The Jazan City for Primary and Downstream Industries in KSA will be contributed together with $ million of AMIC indebtedness (the “AMIC Debt”). As of June 30, 2019, we have loaned $ million for capital expenditures and operational expenses to facilitate the start-up of the Slagger and we have recorded this loan within “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheet at June 30, 2019. The Option Agreement did not have a significant impact on the financial statements as of or for the period ended June 30, 2019. Exxaro Mineral Sands Transaction Completion Agreement On November 26, 2018, we, certain of our subsidiaries and Exxaro entered into the Exxaro Mineral Sands Transaction Completion Agreement (the “Completion Agreement”). The Completion Agreement (i) provides for the orderly sale of Exxaro’s remaining ownership interest in us, subject to market conditions, (ii) helped to facilitate the Re-domicile Transaction, and (iii) addressed several legacy issues related to our 2012 acquisition of Exxaro’s mineral sands business. Pursuant to the terms of the Completion Agreement, Tronox has covenanted to pay Exxaro an amount equal to any South African capital gains tax assessed on Exxaro in respect of any profit arising to it on a disposal of any of its ordinary shares subsequent to the Re-domicile Transaction where such tax would not have been assessed but for the Re-domicile Transaction. Similarly, Exxaro has covenanted to pay Tronox an amount equal to any South African tax savings Exxaro may realize in certain situations from any tax relief that would not have arisen but for the Re-domicile Transaction. Pursuant to the terms of the Completion Agreement, on May 9, 2019, we repurchased million shares from Exxaro for an aggregate purchase price of approximately $ million or $ per share. The share price was based upon a discount to the day volume weighted average price as of the day that Exxaro exercised their sale notice to us. Upon repurchase of the shares by the Company, the shares were cancelled. As a result of the sale of the million shares on May 9, 2019, and the imputed gain or loss if Exxaro was to sell its remaining million shares, we have recorded a liability of approximately $ million related to the estimated net payment to Exxaro, which is included in “Accrued liabilities” in our unaudited Condensed Consolidated Balance Sheets as of June 30, 2019. See Note 23 for additional information. Furthermore, pursuant to the Completion Agreement, the parties agreed to accelerate our purchase of Exxaro’s 26% membership interest in Tronox Sands LLP, a U.K. limited liability partnership (“Tronox Sands”). On February 15, 2019, we completed the redemption of Exxaro’s ownership interest in Tronox Sands for consideration of approximately ZAR 2.06 billion (or approximately $148 million) in cash, which represented Exxaro’s indirect share of the loan accounts in our South African subsidiaries. At June 30, 2019, Exxaro continues to own approximately million shares of Tronox, or a ownership interest, as well as their ownership interest in our South African operating subsidiaries. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K/A for the year ended December 31, 2018. The unaudited Condensed Consolidated Balance Sheet as of December 31, 2018 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The acquisition of Cristal has impacted the comparability of our financial statements. As the Cristal Transaction was completed on April 10, 2019, in accordance with ASC 805, the three and six month periods ended June 30, 2019, only include the results of the Cristal business since the date of the acquisition, while the three and six month periods ended June 30, 2018 do not include any results of Cristal. Likewise, the balance sheet at June 30, 2019 includes the impacts of the acquisition of Cristal while the balance sheet at December 31, 2018 does not. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. 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 due to one or more future confirming events could have a material effect on the financial statements. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) which includes a lessee accounting model that recognizes two types of leases - finance leases and operating leases. The new standard requires a lessee to recognize on the balance sheet, for all leases of more than 12 months, a lease liability, which corresponds to the discounted obligation of future lease payments arising from a lease, and a right-of-use (“ROU”) asset, which represents the lessee’s right to use, or control the use of, the underlying asset over the lease term. On January 1, 2019, we adopted the new standard using the cumulative-effect adjustment approach and recorded a lease liability and related right-of-use asset of $ million and $ million, respectively.We elected the package of practical expedients under the transition guidance, which does not require the reassessment of whether existing contracts contain a lease or whether the classification or unamortized initial direct costs of existing leases would be different under the new guidance. As an accounting policy election, we excluded short-term leases (leases that have a term of 12 months or less and do not include a purchase option that we are reasonably certain to exercise) from the balance sheet presentation. Additionally, we elected to account for non-lease components in a contract as part of a single lease component for all asset classes. We implemented a new lease accounting system and updated our business processes and internal controls to address relevant risks associated with the implementation of the new standard including the preparation of the required financial information and disclosures. See Note 16 for details. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (“Topic 820”): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The standard modifies the disclosure requirements in Topic 820, Fair Value Measurement, by: removing certain disclosure requirements related to the fair value hierarchy; modifying existing disclosure requirements related to measurement uncertainty; and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, with early adoption permitted. We will assess the impact, if any, that the standard may have on our disclosure requirements. In August 2018, the FASB also issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. The standard modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing and adding certain disclosures for these plans. The eliminated disclosures include (a) the amounts in Accumulated Other Comprehensive Income expected to be recognized in net periodic benefit costs over the next fiscal year, (b) the amount and timing of plan assets expected to be returned to the employer, and (c) the effects of a one-percentage-point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for postretirement health care benefits. The new disclosures include the interest crediting rates for cash balance plans and an explanation of significant gains and losses related to changes in benefit obligations. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, with early adoption permitted. We will assess the impact, if any, that the standard may have on our disclosure requirements. |
Cristal Acquisition and Related
Cristal Acquisition and Related Divestitures | 6 Months Ended |
Jun. 30, 2019 | |
Cristal Acquisition and Related Divestitures [Abstract] | |
Cristal Acquisition and Related Divestitures | 2. Cristal Acquisition and Related Divestitures On April 10, 2019, we completed the acquisition of the TiO 2 In order to obtain regulatory approval for the Cristal Transaction, the FTC required us to divest Cristal's North American TiO 2 2 In conjunction with the Cristal Transaction, we entered into a transition services agreement with Tasnee and certain of its affiliates under which we and the Tasnee entities will provide certain transition services to one another. See Note 23 for further details of the transition services agreement. In conjunction with the divestiture of Cristal's North American TiO 2 In addition, the previously announced divestiture of the 8120 paper laminate grade to Venator Materials PLC (“Venator”), which we were required to undertake by the European Commission in order to consummate the Cristal Transaction, was completed on April 26, 2019. Under the terms of the agreement, we will supply the 8120 grade product to Venator under a supply agreement for an initial term of 2 years, and extendable up to 3 years, to allow for the transfer of the manufacturing of the 8120 grade to Venator. Total cash consideration is 8 million Euros, of which 1 million Euros was paid at the closing and the remaining 7 million Euros will be paid in equal installments during the second quarters of 2020 and 2021. We recorded a charge of approximately $19 million during the second quarter of 2019, in “Contract loss” in the unaudited Condensed Consolidated Statements of Operations, reflecting both the proceeds on sale and the estimated losses we expect to incur under the supply agreement with Venator. We funded the cash portion of the Cristal Transaction through existing cash, borrowings from our Wells Fargo Revolver, and restricted cash which had been borrowed under the Blocked Term Loan and which became available to us for the purpose of consummating the Cristal Transaction. See Note 13 for further details of the Cristal Transaction financing. We have applied the acquisition method of accounting in accordance with the FASB’s ASC 805, "Business Combinations", with respect to the identifiable assets and liabilities of Cristal, which have been measured at estimated fair value as of the date of the business combination. The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date using primarily Level 2 and Level 3 inputs (see Note 15 for an explanation of Level 2 and Level 3 inputs). These Level 2 and Level 3 valuation inputs include an estimate of future cash flows and discount rates. The estimated fair values are based, in part, upon outside preliminary appraisals by a third-party valuation firm for certain assets, including specifically-identified intangible assets. The allocation of the purchase price to the assets acquired and liabilities assumed, including the residual amount allocated to goodwill, is based upon preliminary information and subject to change. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair value of inventories, property, plant and equipment, intangible assets, leases, legal reserves, contingent liabilities, including uncertain tax positions, deferred tax assets and liabilities other assets and liabilities and noncontrolling interest. Further adjustments may result before the end of the measurement period, which ends one year from the date of the acquisition. During the measurement period, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date, we will revise the preliminary purchase price allocation. The effect of measurement period adjustments to the estimated fair values will be calculated as if the adjustments had been completed on the acquisition date. The impact of all changes that do not qualify as measurement period adjustments will be included in current period earnings. The purchase price consideration and preliminary estimated fair value of Cristal’s net assets acquired as of the acquisition date on April 10, 2019 are shown below. The assets and liabilities of Cristal's North American TiO 2 Fair Value Purchase Price Consideration: Tronox Holdings plc shares issued 37,580,000 Tronox Holdings plc closing price per share on April 10, 2019 $ 14.00 Total fair value of Tronox Holdings plc shares issued at acquisition date $ 526 Cash consideration paid $ 1,603 Liability for additional cash consideration $ 72 Total purchase price $ 2,201 Fair Value Fair Value of Assets Acquired: Accounts receivable $ 231 Inventory 706 Deferred taxes 70 Prepaid and other assets 104 Property, plant and equipment 624 Mineral leaseholds 57 Intangible assets 69 Lease right of use assets 39 Other long-term assets 59 Assets held for sale 807 Goodwill 68 Total assets acquired $ 2,834 Less: Liabilities Assumed Accounts payable $ 92 Accrued liabilities 127 Short-term lease liabilities 12 Pension and postretirement healthcare benefits 67 Deferred tax liabilities 5 Environmental liabilities 36 Asset retirement obligations 80 Long-term debt 21 Long-term lease liabilities 24 Other long-term liabilities 20 Liabilities held for sale 113 Total liabilities assumed $ 597 Less noncontrolling interest 36 Purchase price $ 2,201 The fair value of net assets acquired includes accounts receivables where the book value approximates fair value. As a result of the Cristal acquisition, we have goodwill on the unaudited Condensed Consolidated Balance Sheet as of June 30, 2019. The primary item that generated goodwill is the additional benefits we expect which will further enhance our vertically integrated business. Goodwill is not amortized but rather assessed for impairment on an annual basis. We will perform a goodwill impairment assessment annually, or sooner, if events or changes in circumstances indicate the carrying value of goodwill may not be fully recoverable. The goodwill associated with our acquisitions will not be deductible for tax purposes. For the three and six months ended June 30, 2019, the acquired Cristal business contributed $353 million in revenue and $(48) million in operating losses. Supplemental Pro forma financial information The following unaudited pro forma information gives effect to the Cristal Transaction as if it had occurred on January 1, 2018. The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as: (1) conforming the accounting policies of Cristal to those applied by Tronox; (2) conversion to U.S. GAAP from IFRS for Cristal; (3) the elimination of transactions between Tronox and Cristal; (4) recording certain incremental expenses resulting from purchase accounting adjustments, such as inventory step-up amortization, depreciation, depletion and amortization expense in connection with fair value adjustments to property, plant and equipment, mineral leases and intangible assets; (5) recording the contract loss on the sale of the 8120 product line as a charge in the first quarter of 2018; (6) recording the effect on interest expense related to borrowings in connection with the Cristal Transaction; and (7) recording the related tax effects and the impacts to EPS for the shares issued in conjunction with the transaction. The unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the Cristal Transaction had actually occurred on that date, nor the results of operations in the future. In accordance with ASC 805, the supplemental pro forma results of operations for the three and six months ended June 30, 2019 and 2018, as if the Cristal Transaction had occurred on January 1, 2018, are as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net sales $ 827 $ 903 $ 1,547 $ 1,779 Net income (loss) from continuing operations $ 21 $ 72 $ (25 ) $ 12 Diluted net income (loss) per share from continuing operations attributable to Tronox plc $ 0.10 $ 0.44 $ (0.23 ) $ 0.07 For both the three and six months ended June 30, 2019, we incurred pre-tax charges of $55 million related to the recognition of the step up to fair value of inventories acquired and $19 million in contract losses incurred on the 8120 supply agreement with Venator. The 2019 pro forma results were adjusted to exclude these charges as these costs were reflected within the results of operations in the pro forma results as if they were incurred on January 1, 2018. Also, the three and six months ended June 30, 2018, includes an additional pre-tax charge of $6 million for the recognition of the step up to fair value of inventories. |
Restructuring Initiatives
Restructuring Initiatives | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring Initiatives [Abstract] | |
Restructuring Initiatives | 3. Restructuring Initiatives On April 10, 2019, we announced the completion of the Cristal Transaction. During the second quarter, as a result of the acquisition, we outlined a broad based synergy savings program that is expected to reduce costs, simplify processes and focus the organization’s structure and resources on key growth initiatives. During the second quarter we recorded restructuring charges associated with this program. For both the three and six months ended June 30, 2019, we recorded costs of $10 million in our unaudited Condensed Consolidated Statement of Operations. The costs consisted of charges for employee related costs, including severance. The liability balance for restructuring as of June 30, 2019, is as follows: Employee- Related Costs Second Quarter 2019 charges $ 10 Cash payments (6 ) Foreign exchange - Balance, June 30, 2019 $ 4 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue [Abstract] | |
Revenue | 4. Revenue We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers to the customer at a specified destination or time. Contract assets represent our rights to consideration in exchange for products that have transferred to a customer when the right is conditional on situations other than the passage of time. For products that we have transferred to our customers, our rights to the consideration are typically unconditional and only the passage of time is required before payments become due. These unconditional rights are recorded as accounts receivable. As of June 30, 2019, and December 31, 2018, we did not have material contract asset balances. Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. Infrequently we may receive advance payment from our customers that is accounted for as deferred revenue. Deferred revenue is earned when control of the product transfers to the customer, which is typically within a short period of time from when we received the advanced payment. Contract liability balances as of June 30, 2019 and December 31, 2018 were approximately $8 million and less than $1 million, respectively. Contract liability balances were reported as “Accounts payable” in the unaudited Condensed Consolidated Balance Sheets. All contract liabilities as of December 31, 2018 were recognized as revenue in “Net sales” in the unaudited Condensed Consolidated Statements of Operations during the first quarter of 2019. Disaggregation of Revenue We operate under one operating and reportable segment, TiO 2 Net sales to external customers by geographic areas where our customers are located were as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 North America $ 180 $ 185 $ 318 $ 330 South and Central America 48 21 61 37 Europe, Middle-East and Africa 316 149 446 295 Asia Pacific 247 137 356 272 Total net sales $ 791 $ 492 $ 1,181 $ 934 Net sales from external customers for each similar type of product were as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 TiO 2 $ 625 $ 346 $ 902 $ 671 Zircon 88 78 152 139 Feedstock and other products 78 53 127 97 Electrolytic — 15 — 27 Total net sales $ 791 $ 492 $ 1,181 $ 934 TiO 2 |
Asset Sale
Asset Sale | 6 Months Ended |
Jun. 30, 2019 | |
Asset Sale [Abstract] | |
Asset Sale | 5. Asset Sale On September 1, 2018, Tronox LLC, our indirect wholly owned subsidiary, sold to EMD Acquisition LLC certain of the assets and liabilities of our Henderson Electrolytic Operations based in Henderson, Nevada (the “Henderson Electrolytic Operations”), a component of our TiO 2 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Taxes [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. Income (loss) before income taxes is comprised of the following: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Income tax benefit $ 4 $ 27 $ 2 $ 22 (Loss) income before income taxes $ (59 ) $ 23 $ (87 ) $ (13 ) Effective tax rate 7 % (117 )% 2 % 169 % Tronox Holdings plc, a U.K. public limited company, became the public parent during the three months ended March 31, 2019. During the three and six months ended June 30, 2018, Tronox Limited was the public parent, registered under the laws of the State of Western Australia but managed and controlled in the U.K. The statutory tax rate in the U.K. at both June 30, 2019 and 2018 was 19%. The effective tax rate for the three and six months ended June 30, 2019 and 2018 differs from the U.K. statutory rate of 19% primarily due to income and losses in jurisdictions with full valuation allowances, disallowable expenditures, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. Upon completion of the Cristal Transaction, we now have additional jurisdictions with operational income. The statutory tax rates on income earned in Australia (30%), the United States (21%), South Africa (28%), France (32%), China (25%), Brazil (34%), the Kingdom of Saudi Arabia (KSA) (20%), and the Netherlands (25%) are higher than the U.K. statutory rate of 19%. Tax rates will be reduced in the Netherlands and the United Kingdom to 20.5% and 17%, respectively, in future years. As of June 30, 2018, we determined that sufficient positive evidence existed to reverse the valuation allowance attributable to our operating subsidiary in the Netherlands. We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia and the U.S., as we cannot objectively assert that these deferred tax assets are more likely than not to be realized. It is reasonably possible that a portion of these valuation allowances could be reversed within the next year due to increased book profitability levels. For entities acquired in the Cristal Transaction, we have full valuation allowances in Australia, Brazil, Switzerland and the U.S. Until these valuation allowances are eliminated, future provisions for income taxes for these jurisdictions will include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against specific tax assets in the Netherlands, South Africa, and the U.K. The Company’s ability to use certain loss and expense carryforwards could be substantially limited if the Company were to experience an ownership change as defined under IRC Section 382. In general, an ownership change would occur if the Company’s “5-percent shareholders,” as defined under IRC Section 382, including certain groups of persons treated as “5-percent shareholders,” collectively increased their ownership in the Company by more than 50 percentage points over a rolling three-year period. If an ownership change does occur during 2019, the resulting impact could be a limitation of up to $5.2 billion composed of both U.S. net operating losses and interest limitation carryforwards. We believe there would be minimal impact on the $2.5 billion future Grantor Trust deductions from an IRC Sections 382 change. We currently have no uncertain tax positions recorded; however, we continue to evaluate the companies acquired in the Cristal Transaction, and it is reasonably possible that this could change in the next 12 months. 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, adjustments to our provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future. |
Income (Loss) Per Share
Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Income (Loss) Per Share [Abstract] | |
Income (Loss) Per Share | 7. Income (Loss) Per Share The computation of basic and diluted loss per share for the periods indicated is as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Numerator - Basic and Diluted: Net (loss) income from continuing operations $ (55 ) $ 50 $ (85 ) $ 9 Less: Net income from continuing operations attributable to noncontrolling interest 6 14 10 17 Undistributed net (loss) income from continuing operations attributable to Tronox Holdings plc (61 ) 36 (95 ) (8 ) Net loss from discontinued operations (1 ) — (1 ) — Net income (loss) available to ordinary shares $ (62 ) $ 36 $ (96 ) $ (8 ) Denominator - Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 150,686 123,063 137,569 122,699 Weighted-average ordinary shares, diluted (in thousands) 150,686 126,716 137,569 122,699 Basic net income (loss) from continuing operations per ordinary share $ (0.41 ) $ 0.30 $ (0.69 ) $ (0.07 ) Basic net income (loss) from discontinued operations per ordinary share — — — — Basic net income (loss) operations per ordinary share $ (0.41 ) $ 0.30 $ (0.69 ) $ (0.07 ) Diluted net income (loss) from continuing operations per ordinary share $ (0.41 ) $ 0.29 $ (0.69 ) $ (0.07 ) Diluted net income (loss) from discontinued operations per ordinary share — — — — Diluted net income (loss) operations per ordinary share $ (0.41 ) $ 0.29 $ (0.69 ) $ (0.07 ) Net loss per ordinary share amounts were calculated from exact, not rounded net loss and share information. Prior to January 2019, we had issued shares of restricted stock which were participating securities that did not have a contractual obligation to share in losses; therefore, when we had a net loss, none of the loss was allocated to participating securities. The restricted stock vested on January 29, 2019. For both the three and six months ended June 30, 2019 and for the six months ended June 30, 2018, the two-class method did not have an effect on our net loss per ordinary share calculation. In computing diluted net loss per share under the two-class method, we considered potentially dilutive shares. Anti-dilutive shares not recognized in the diluted net loss per share calculation for the three and six months ended June 30, 2019 and 2018 were as follows: Three Months Ended June 30, Shares Six Months Ended June 30, Shares 2019 2018 2019 2018 Options 1,269,443 1,328,129 1,269,443 1,328,129 Restricted share units 5,206,611 1,605,156 5,206,611 5,258,259 |
Inventories, Net
Inventories, Net | 6 Months Ended |
Jun. 30, 2019 | |
Inventories, Net [Abstract] | |
Inventories, Net | 8. Inventories, Net Inventories, net consisted of the following: June 30, 2019 December 31, 2018 Raw materials $ 267 $ 102 Work-in-process 108 43 Finished goods, net 528 225 Materials and supplies, net 194 109 Inventories, net – current $ 1,097 $ 479 Materials and supplies, net consists of processing chemicals, maintenance supplies, and spare parts, which will be consumed directly and indirectly in the production of our products. At June 30, 2019 and December 31, 2018, inventory obsolescence reserves primarily for materials and supplies were $15 million and $13 million, respectively. Reserves for lower of cost or market and net realizable value was $26 million and $17 million at June 30, 2019 and December 31, 2018, respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment, Net | 9. Property, Plant and Equipment, Net Property, plant and equipment, net of accumulated depreciation, consisted of the following: June 30, 2019 December 31, 2018 Land and land improvements $ 158 $ 96 Buildings 309 242 Machinery and equipment 1,857 1,395 Construction-in-progress 184 63 Other 59 39 Subtotal 2,567 1,835 Less: accumulated depreciation (932 ) (831 ) Property, plant and equipment, net (1) $ 1,635 $ 1,004 Substantially all of the property, plant and equipment, net is pledged as collateral for our debt. See Note 13. The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Cost of goods sold $ 58 $ 31 $ 90 $ 64 Selling, general and administrative expenses 1 1 2 2 Total $ 59 $ 32 $ 92 $ 66 |
Mineral Leaseholds, Net
Mineral Leaseholds, Net | 6 Months Ended |
Jun. 30, 2019 | |
Mineral Leaseholds, Net [Abstract] | |
Mineral Leaseholds, Net | 10. Mineral Leaseholds, Net Mineral leaseholds, net of accumulated depletion, consisted of the following: June 30, 2019 December 31, 2018 Mineral leaseholds $ 1,303 $ 1,238 Less: accumulated depletion (469 ) (442 ) Mineral leaseholds, net $ 834 $ 796 Depletion expense relating to mineral leaseholds recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations was $ million and $ million during the three months ended June 30, 2019 and 2018, respectively. Depletion expense relating to mineral leaseholds recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations was $ million and $ million during the six months ended June 30, 2019 and 2018, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net | 11. Intangible Assets, Net Intangible assets, net of accumulated amortization, consisted of the following: June 30, 2019 December 31, 2018 Gross Cost Accumulated Amortization Net Carrying Amount Gross Cost Accumulated Amortization Net Carrying Amount Customer relationships $ 291 $ (163 ) $ 128 $ 291 $ (154 ) $ 137 TiO 2 101 (14 ) 87 32 (13 ) 19 Internal-use software 47 (31 ) 16 47 (27 ) 20 Intangible assets, net $ 439 $ (208 ) $ 231 $ 370 $ (194 ) $ 176 The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Cost of goods sold $ 1 $ 1 $ 1 $ 1 Selling, general and administrative expenses 7 6 13 12 Total $ 8 $ 7 $ 14 $ 13 Estimated future amortization expense related to intangible assets is $14 million for the remainder of 2019, $27 million for 2020, $26 million for 2021, $24 million for 2022, $22 million for 2023 and $113 million thereafter. |
Balance Sheet and Cash Flow Sup
Balance Sheet and Cash Flow Supplemental Information | 6 Months Ended |
Jun. 30, 2019 | |
Balance Sheet and Cash Flow Supplemental Information [Abstract] | |
Balance Sheet and Cash Flow Supplemental Information | 12. Balance Sheet and Cash Flow Supplemental Information Accrued liabilities consisted of the following: June 30, 2019 December 31, 2018 Employee-related costs and benefits $ 92 $ 69 Payable to Tasnee for Cristal acquisition 72 — Related party payables 5 — Interest 16 16 Sales rebates 31 18 Restructuring 4 — Taxes other than income taxes 26 5 Asset retirement obligations 11 6 Interest rate swaps 22 — Foreign currency — 6 Professional fees and other 51 20 Accrued liabilities $ 330 $ 140 Additional supplemental cash flow information for the six months ended June 30, 2019 is as follows: Supplemental non cash information: Six Months Ended June 30, 2019 Investing activities- shares issued in the Cristal acquisition $ 526 Financing activities- debt assumed in the Cristal acquisition $ 20 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt [Abstract] | |
Debt | 13. Debt Wells Fargo Revolver On September 22, 2017, we entered into a global senior secured asset-based syndicated revolving credit facility with Wells Fargo Bank, N.A. (the “Wells Fargo Revolver”) which provided us with up to $ million of revolving credit lines, with an $ million sublimit for letters of credit, and has a maturity date of . Our availability of revolving credit loans and letters of credit is subject to a borrowing base. On March 22, 2019, we entered into a consent and amendment to the Wells Fargo Revolver and an amendment to our Term Loan Facility. The purpose of each amendment was to, among other things, (i) permit the refinancing of certain existing indebtedness incurred by our South African subsidiaries, Tronox KZN Sands Proprietary Limited and Tronox Mineral Sands Proprietary Limited, and the proposed uses of proceeds thereof, and (ii) implement required provisions in both the Wells Fargo Revolver and Term Loan Facility necessary in connection with establishment of Tronox Holdings plc. The Wells Fargo Revolver amendment also modified certain components of the borrowing base in order to increase the potential availability of credit. We also voluntarily reduced the revolving credit lines under the Wells Fargo Revolver from $ million to $ million. As a result of this modification, we accelerated the recognition of a portion of the deferred financing costs related to the Wells Fargo Revolver and during the three months ended March 31, 2019, recorded a charge of $ million in “Loss on extinguishment of debt” within the unaudited Condensed Consolidated Statement of Operations. There were balances outstanding at June 30, 2019. ABSA Revolving Credit Facility On December 13, 2017, our South African subsidiaries entered into an agreement for a revolving credit facility with ABSA Bank Limited (“ABSA”) acting through its ABSA Capital Division for an amount up to R million maturing on (the “ABSA Revolver”). In connection with the Standard Bank Revolver entered into on March 25, 2019, discussed below, the ABSA Revolver was terminated on March 26, 2019. As a result of the termination, we accelerated the recognition of the remaining deferred financing costs related to the ABSA Revolver during the three months ended March 31, 2019 and recorded less than $ million in “Loss on extinguishment of debt” within the unaudited Condensed Consolidated Statement of Operations. Standard Bank Credit Facility On March 25, 2019, our South African subsidiaries, entered into the Standard Bank Revolver for an amount up to R billion (approximately $ million at June 30, 2019 exchange rate) maturing on . The Standard Bank Revolver bears interest at the Johannesburg Interbank Average Rate (“JIBAR”) plus basis points when net leverage for our South African subsidiaries (total combined debt outstanding under the Standard Bank Revolver and Standard Bank Term Loan less cash and cash equivalents divided by the consolidated EBITDA) is less than 1.5 and JIBAR plus basis points when net leverage is greater than 1.5. There were balances outstanding at June 30, 2019. Standard Bank Term Loan Facility On March 25, 2019, our South African subsidiaries, Tronox KZN Sands Proprietary Limited and Tronox Mineral Sands Proprietary Limited, entered into the Standard Bank Term Loan with a maturity date of . The Term Loan Facility consists of (i) an aggregate principal amount of R billion (“Amortizing Loan”) the principal of which will be paid back at percent per over the term of the loan, and (ii) an aggregate principal amount of R million (“Bullet Loan”) the principal of which will be paid back at the maturity date of the Standard Bank Term Loan. The Amortizing and Bullet Loans bear interest at JIBAR plus basis points and basis points when net leverage South African subsidiaries is less than 1.5 and JIBAR plus basis points and basis points when net leverage is greater than 1.5, respectively. At June 30, 2019, the principal amounts for the Amortizing Loan and the Bullet Loan were R billion (approximately $ million) and R million (approximately $ million), respectively. Cristal Debt Acquired As part of the Cristal Transaction, we became party to certain debt arrangements as described below: • A revolving credit facility with Emirates NBD PJSC under which we will have the ability to borrow up to approximately $50 million. The revolver is secured by the inventory and trade receivables of Cristal Pigment UK Ltd. Under the terms of the revolver, for U.S dollar borrowings the interest rate is LIBOR plus 2.25% while the interest rate for Euro borrowings is Euribor plus 2.25%. There were no borrowings outstanding under this revolver at June 30, 2019. • A working capital debt agreement in China (“Tikon Loan”) that matures in April and May of 2021. The Tikon Loan bears interest based on an official lending basis rate per annum as announced and published by the People’s Bank of China plus a 7% premium. At June 30, 2019 the outstanding balance on the Tikon Loan was approximately CNY140 million (approximately $20 million at June 30, 2019 exchange rate). Long-term Debt Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Principal Annual Interest Rate Maturity Date June 30, 2019 December 31, 2018 Term Loan Facility, net of unamortized discount (1) (2) $ 2,150 Variable 9/22/2024 $ 1,914 $ 2,119 Senior Notes due 2025 450 5.75% 10/01/2025 450 450 Senior Notes due 2026 615 6.50% 4/15/2026 615 615 Standard Bank Term Loan Facility 222 Variable 03/25/2024 218 — Tikon Loan N/A Variable 05/23/2021 20 — Finance leases 16 16 Long-term debt 3,233 3,200 Less: Long-term debt due within one year (58) (22) Debt issuance costs (39) (39) Long-term debt, net $ 3,136 $ 3,139 (1) Average effective interest rate of 5.8% and 5.5% during the six months ended June 30, 2019 and 2018, respectively. (2) The Term Loan Facility consists of (i) a U.S. dollar term facility in an aggregate principal amount of $1.5 billion (the “Term Loans”) with our subsidiary, Tronox Finance LLC (“Tronox Finance”) as the borrower and (ii) a U.S. dollar term facility in an aggregate principal amount of $650 million (the “Blocked Term Loan”) with our unrestricted subsidiary, Tronox Blocked Borrower LLC (the “Blocked Borrower”) as the borrower, which Blocked Term Loan was funded into a blocked account. Upon consummation of the Cristal Transaction on April 10, 2019, the Blocked Borrower merged with and into Tronox Finance, and the Blocked Term Loan became available to Tronox Finance. Pursuant to the terms of the Term Loan Facility, in the event of an asset sale, some or all of the net proceeds from the sale may be required to be used to prepay borrowings under the Term Loan Facility based on the ratio of the total combined debt outstanding under the Term Loan Facility and the Wells Fargo Revolver to the consolidated EBITDA, as defined in the Term Loan Facility, for the previous four quarters. If this ratio is greater than 3, then all of the net proceeds from an asset sale would be required to be used to prepay borrowings under the Term Loan Facility, while if the ratio were less than 3 but greater than 2.75, 50% of the net proceeds would be required for prepayment and if the ratio were less than 2.75, no prepayment would be required. On May 1, 2019, we divested Cristal’s North American operations for approximately $700 million and subsequent to the sale,our senior net leverage ratio was below 2.75, and, as a result, the sale of the North American operations did not trigger a prepayment event. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Financial Instruments [Abstract] | |
Derivative Financial Instruments | 14. Derivative Financial Instruments Interest Rate Risk During the second quarter of 2019, we entered into interest-rate swap agreements with an aggregate notional value of $750 million, representing a portion of our Term Loan Facility, which effectively converts the variable rate to a fixed rate for a portion of the loan. The agreements expire in September 2024. The Company’s objectives in using the interest-rate swap agreements are to add stability to interest expense and to manage its exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Fair value gains or losses on these cash flow hedges are recorded in other comprehensive income and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings. For both the three and six months ended June 30, 2019, the amount recorded in interest expense related to the interest-rate swap agreements was not material. The fair value of the outstanding interest-rate swap contracts was $22 million and was included in “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet: Foreign Currency Risk We enter into foreign currency contracts for the South African rand to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our South African subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. We use a combination of zero-cost collars or forward contracts to reduce the exposure. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other expense, net” within the unaudited Condensed Consolidated Statement of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary. At June 30, 2019, there was $18 million, in the aggregate, of notional amount outstanding foreign currency contracts with a fair value of a loss of less than $1 million. We determined the fair value of the foreign currency contracts using inputs other than quoted prices in active markets that are observable either directly or indirectly. The fair value hierarchy for the foreign currency contracts is a Level 2 input. For the three and six months ended June 30, 2019, we have recorded gains of $1 million and $6 million, respectively, related to foreign currency contracts in our unaudited Condensed Consolidated Statement of Operations |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value [Abstract] | |
Fair Value | 15. Fair Value Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows: Level 1 -Quoted prices in active markets for identical assets or liabilities Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly Level 3 -Unobservable inputs based on the Company’s own assumptions Our debt is recorded at historical amounts. The following table presents the fair value of our debt at both June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Term Loan Facility $ 1,906 $ 2,074 Standard Bank Term Loan Facility 218 — Senior Notes due 2025 439 368 Senior Notes due 2026 610 518 Tikon Loan 20 — We determined the fair value of the Term Loan Facility, the Senior Notes due 2025 and the Senior Notes due 2026 using quoted market prices, which under the fair value hierarchy is a Level 1 input. We determined the fair value of the Standard Bank Term Loan Facility and Tikon Loan utilizing transactions in the listed markets for identical or similar liabilities, which under the fair value hierarchy is a Level 2 input. The carrying value of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items. See Note 2, “Cristal Acquisition and Related Divestitures”, for the assets and liabilities measured on a non-recurring basis at fair value associated with our acquisition. See Note 14, “Derivative Financial Instruments” for our derivative financial instruments recorded at fair value. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 16. Leases We determine if a contract is or contains a lease at inception of the contract. Our leases are primarily operating leases. Leased assets primarily include office buildings, rail cars and motor vehicles, forklifts, and other machinery and equipment. Our leases primarily have fixed lease payments, with real estate leases typically requiring additional payments for real estate taxes and occupancy-related costs. Our leases typically have initial lease terms ranging from 1 to 25 years. Some of our lease agreements include options to renew, extend or early terminate the leases. Lease term is the non-cancellable period of a lease, adjusted by the period covered by an option to extend or terminate the lease if we are reasonably certain to exercise that option. Our operating leases typically do not contain purchase options we expect to exercise, residual value guarantees or other material covenants. Operating leases are recorded under “Lease right of use assets”, “Short-term lease liabilities”, and “Long-term lease liabilities”on the unaudited Condensed Consolidated Balance Sheets. Finance leases are recorded under “Property, plant and equipment net”, “Long-term debt due within one year”, and “Long-term debt” on the unaudited Condensed Consolidated Balance Sheets. Operating lease ROU assets and lease liabilities are initially recorded at the present value of the future minimum lease payments over the lease term at commencement date or acquisition date for Cristal leases. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. Lease payments for the initial measurement of lease ROU assets and lease liabilities include fixed payments and variable payments that depend on an index or a rate. Variable lease payments that are not index or rate based are recorded as expenses when incurred. Operating lease ROU assets are amortized on a straight-line basis over the period of the lease. Finance lease ROU assets are amortized on a straight-line basis over the shorter of their estimated useful lives of leased asset and the lease terms. Financial information for the three months and six months ended June 30, 2019 are presented under the new standard, while comparative periods are not required since we adopted the new standard using the cumulative-effect adjustment approach. Lease expense for the three and six months ended June 30, 2019 were comprised of the following: Three months ended June 30, 2019 Six months ended June 30, 2019 Operating lease expense $ 10 $ 17 Finance lease expense: Amortization of right-of-use assets — — Interest on lease liabilities — 1 Short term lease expense 7 11 Variable lease expense 8 12 Total lease expense $ 25 $ 41 The table below summarizes lease expense for the three and six months ended June 30, 2019, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three months ended June 30, 2019 Six months ended June 30, 2019 Cost of goods sold $ 24 $ 39 Selling, general and administrative expenses 1 2 Total $ 25 $ 41 The weighted-average remaining lease term in years and weighted-average discount rates at June 30, 2019 were as follows: June 30, 2019 Weighted-average remaining lease term: Operating leases 3.9 Finance leases 11.0 Weighted-average discount rate: Operating leases 8.8 % Finance leases 14.2 % The maturity analysis for operating leases and finance leases at June 30, 2019 were as follows: Operating Leases Finance Leases 2019 $ 19 $ 2 2020 33 3 2021 26 3 2022 12 3 2023 5 3 Thereafter 11 18 Total lease payments 106 32 Less: imputed interest (17 ) (16 ) Present value of lease payments $ 89 $ 16 The minimum commitments for operating leases and finance leases at December 31, 2018 were as follows: Operating Leases Finance Leases 2019 $ 15 $ 3 2020 6 3 2021 5 3 2022 4 3 2023 3 3 Thereafter 4 18 Total lease payments $ 37 $ 33 Additional information relating to cash flows and ROU assets for the six months ended June 30, 2019 is as follows: June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 17 Operating cash flows used for finance leases 1 Financing cash flows used for finance leases — Additional information relating to ROU assets for the three and six months ended June 30, 2019 is as follows: Three months ended June 30, 2019 Six months ended June 30, 2019 ROU assets obtained in exchange for lease obligations: Operating leases obtained in the normal course of business $ 4 $ 7 Operating leases acquired in connection with Cristal acquisition 37 37 Finance leases (recorded in “Property, plant, and equipment, net”) — — As of June 30, 2019, we have additional operating leases, primarily for equipment and machinery, that have not yet commenced. The related ROU asset is approximately $12 million. These leases will commence later in 2019 with lease terms that range from 3 years to 5 years. |
Asset Retirement Obligations
Asset Retirement Obligations | 6 Months Ended |
Jun. 30, 2019 | |
Asset Retirement Obligations [Abstract] | |
Asset Retirement Obligations | 17. Asset Retirement Obligations Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activities related to asset retirement obligations were as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Beginning balance $ 75 $ 83 $ 74 $ 82 Additions 6 — 6 4 Accretion expense 3 2 4 3 Remeasurement/translation — (6 ) — (5 ) Settlements/payments (1 ) (1 ) (1 ) (2 ) Transferred with the divestiture of Ashtabula (3 ) — (3 ) — Transferred in with the acquisition of Cristal 94 — 94 — Transferred with the sale of Henderson Electrolytic — — — (4 ) Balance, June 30, $ 174 $ 78 $ 174 $ 78 June 30, 2019 December 31, 2018 Current portion included in “Accrued liabilities” $ 11 $ 6 Noncurrent portion included in “Asset retirement obligations” 163 68 Asset retirement obligations $ 174 $ 74 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 18. Commitments and Contingencies Purchase and Capital Commitments Letters of Credit Environmental Matters Hawkins Point Plant. 2 2 Other Matters Venator Materials plc v. Tronox Limited. 2 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc | 6 Months Ended |
Jun. 30, 2019 | |
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc [Abstract] | |
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc | 19. Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc The tables below present changes in accumulated other comprehensive loss by component for the three months ended June 30, 2019 and 2018. Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, March 31, 2019 $ (517 ) $ (95 ) $ — $ (612 ) Other comprehensive loss 18 — (23 ) (5 ) Amounts reclassified from accumulated other comprehensive income — 1 — 1 Balance, June 30, 2019 $ (499 ) $ (94 ) $ (23 ) $ (616 ) Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, March 31, 2018 $ (268 ) $ (89 ) $ (1 ) $ (358 ) Other comprehensive loss (139 ) — — (139 ) Amounts reclassified from accumulated other comprehensive income — 1 — 1 Balance, June 30, 2018 $ (407 ) $ (88 ) $ (1 ) $ (496 ) The tables below present changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2019 and 2018. Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, January 1, 2019 $ (445 ) $ (95 ) $ — $ (540 ) Other comprehensive loss 7 — (23 ) (16 ) Amounts reclassified from accumulated other comprehensive income — 1 — 1 Acquisition of noncontrolling interest (61 ) — — (61 ) Balance, June 30, 2019 $ (499 ) $ (94 ) $ (23 ) $ (616 ) Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, January 1, 2018 $ (312 ) $ (90 ) $ (1 ) $ (403 ) Other comprehensive loss (95 ) — — (95 ) Amounts reclassified from accumulated other comprehensive income — 2 — 2 Balance, June 30, 2018 $ (407 ) $ (88 ) $ (1 ) $ (496 ) |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | 20. Share-Based Compensation Restricted Share Units (“RSUs”) During 2017, a total of 1,397,471 RSUs were granted, pursuant to an Integration Incentive Award program (“Integration Incentive Award”) established in connection with the Cristal Transaction, to certain executive officers and managers with significant integration accountability. In addition, during the second quarter of 2018, an additional 139,225 RSUs were granted under the Integration Incentive Award. These RSUs would have vested two years from the date of the close of the Cristal Transaction and the number of shares that would have been issued to grantees would have been based upon the achievement of established performance conditions. Under the original terms of the Integration Incentive Award, if the Cristal Transaction did not close by July 1, 2018, all unvested awards pursuant to the Integration Incentive Award would immediately be cancelled and forfeited. During the second quarter of 2018, terms of the Integration Incentive Award were modified to eliminate the requirement that the Cristal Transaction must close by July 1, 2018. We accounted for this modification as a Type III modification since, at the modification date, the expectation of the award vesting changed from improbable to probable. As a result, we reversed approximately $6 million of previously recorded expense related to the Integration Incentive Award. The issued and unvested RSUs under the Integration Incentive Award were revalued based on the closing price of the Company’s stock on the modification date and will vest two years from the date the Cristal Transaction closed and based upon the achievement of established performance conditions. During the third and fourth quarter of 2018, an additional 90,161 and 40,161 RSUs, respectively, were granted under the modified terms of the Integration Incentive Award. All the integration awards discussed above will vest on April 10, 2021 if performance conditions are met. During the six months ended June 30, 2019, we granted RSUs which have time and/or performance conditions. Both the time-based awards and the performance-based awards are classified as equity awards. For the time-based awards that are valued at the weighted average grant date fair value, 195,178 RSUs were granted to Board members and vest a year from the date of grant 1,143,018 RSUs were granted to management and vest ratably over a three-year period and 3,528 RSUs were granted to certain Board members in lieu of cash fees earned and vested immediately. For the performance-based awards, 1,143,018 RSUs were granted to management and cliff vest at the end of the three years. Vesting of the performance-based awards is determined based on a relative Total Stockholder Return (“TSR”) calculation compared to a peer group performance over the applicable three-year measurement period. The Company’s three-year TSR versus the peer group performance levels determines the payout percentage. The TSR metric is considered a market condition for which we use a Monte Carlo simulation to determine the grant date fair value. The unrecognized compensation cost associated with all unvested awards at June 30, 2019 was $67 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of approximately 2.3 years. Options There were no options exercised during the six months ended June 30, 2019. |
Repurchase of Common Stock
Repurchase of Common Stock | 6 Months Ended |
Jun. 30, 2019 | |
Repurchase of Common Stock [Abstract] | |
Repurchase of Common Stock | 21. Repurchase of Common Stock In addition to the repurchase of 14 million shares from Exxaro discussed in Note 23, Related Parties, on June 3, 2019, the Company’s Board of Directors authorized the repurchase of up to $ million of the Company's stock. During the three months ended June 30, 2019, we purchased shares of common stock under the stock repurchase program at an average price of $ per share and at a cost of approximately $ million, including sales commissions, leaving approximately $ million available for additional repurchases under the program. Upon repurchase of the shares by the Company, the shares were cancelled. As of August 8, 2019, we had purchased a total of 7,453,391 shares under the authorization at an average price of $11.59 per share and at a cost of approximately $86 million. |
Pension and Other Postretiremen
Pension and Other Postretirement Healthcare Benefits | 6 Months Ended |
Jun. 30, 2019 | |
Pension and Other Postretirement Healthcare Benefits [Abstract] | |
Pension and Other Postretirement Healthcare Benefits | 22. Pension and Other Postretirement Healthcare Benefits We sponsor a noncontributory qualified defined benefit retirement plan in the United States (the “U.S. Qualified Plan”). We also have a collective defined contribution plan (a multiemployer plan) in the Netherlands (the “Netherlands Multiemployer Plan”) and a postretirement healthcare plan in South Africa (the “SA Postretirement Plan”). As a result of the Cristal acquisition we assumed liability for defined benefit (“DB”) and post retirement plans in the United States (“U.S. DB Plans”), United Kingdom (“U.K. DB Scheme”), Australia (“Australia DB Plan”), France (“France Retirement Indemnity Plan”) and Saudi Arabia (“KSA End of Service Indemnity”). The U.S. DB Plans are comprised of a pension plan (“U.S. Pension Plan”), a Supplemental Executive Retirement Plan (“SERP”) and Permanent Transfer Plan (“TERP”) and retirement medical plan. These plans benefits are generally calculated based on years of credited service and average compensation as defined under the respective plan provisions. The U.S. Pension Plan is funded through contributions to a pension trust fund, generally subject to minimum funding requirements. The SERP, TERP and the retirement medical plans are unfunded. As a result of the INEOS transaction, all active participants moving to INEOS were terminated from the U.S. Pension Plan and became 100% vested with no further benefits accruing to those participants. The U.K. DB Scheme and the Australia DB Plan are funded plans that are frozen and therefore no further benefits accrue to the participants. The Australia DB Plan is in the process of winding down and is expected to cease by the end of the year. The France Indemnity Plan is an active unfunded plan and benefits are generally based on years of credited service and average compensation. The KSA End of Service Indemnity provides end of service benefits to qualifying participants. End of service benefits are based on years of service and the reasons for which a participant’s services to the company are terminated. At June 30, 2019, the U.K. DB Scheme, the Australian DB Plan and U.S. Pension Plan were overfunded by $17 million, $4 million and $4 million, respectively, and are recorded in “Other long-term assets” in the unaudited Condensed Consolidated Balance Sheet. The KSA End of Service Indemnity, the France Indemnity plan and the U.S. SERP and TERP were underfunded by $46 million, $7 million and $3 million, respectively, and are included in “Pension and postretirement healthcare benefits” in the unaudited Condensed Consolidated Balance Sheet. The components of net periodic cost associated with our U.S defined benefit plans and the acquired foreign plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows : Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net periodic cost: Service cost $ 1 $ — $ 1 $ — Interest cost 6 4 9 7 Expected return on plan assets (7 ) (4 ) (10 ) (8 ) Net amortization of actuarial loss and prior service credit 1 1 1 2 Total net periodic cost $ 1 $ 1 $ 1 $ 1 The aggregate impact of interest costs, expected return on plan assets and net amortization of actuarial losses component of net periodic costs of $1 million for each of the three and six months ended June 30, 2019 and 2018, respectively, is presented in “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Operations. The components of net periodic cost associated with the South Africa postretirement healthcare plan was less than $1 million for each of the three months ended June 30, 2019 and 2018. For the three and six months ended June 30, 2019 and 2018, we contributed $1 million and $2 million, respectively to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Operations. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2019 | |
Related Parties [Abstract] | |
Related Parties | 23. Related Parties Exxaro At June 30, 2019, Exxaro continues to own approximately 14.7 million shares of Tronox, or a 10.2% ownership interest, as well as their 26% ownership interest in our South African operating subsidiaries. On November 26, 2018, we, certain of our subsidiaries and Exxaro entered into the Completion Agreement. The Completion Agreement provides for the orderly sale of Exxaro’s remaining ownership interest in us, subject to market conditions, helped to facilitate the Re-domicile Transaction, as well as addressed several legacy issues related to our 2012 acquisition of Exxaro’s mineral sands business. Pursuant to the terms of the Completion Agreement, Tronox has covenanted to pay Exxaro an amount equal to any South African capital gains tax assessed on Exxaro in respect of any profit arising to it on a disposal of any of its ordinary shares subsequent to the Re-domicile Transaction where such tax would not have been assessed but for the Re-domicile Transaction. Similarly, Exxaro has covenanted to pay Tronox an amount equal to any South African tax savings Exxaro may realize in certain situations from any tax relief that would not have arisen but for the Re-domicile Transaction. Pursuant to the terms of the Completion Agreement, on May 9, 2019, we repurchased million shares from Exxaro for an aggregate purchase price of approximately $ million or $ per share. The share price was based upon a discount to the volume weighted average price as of the day that Exxaro exercised their sale notice to us. As a result of the sale of the million shares on May 9, 2019, and the imputed gain or loss if Exxaro was to sell its remaining million shares, we have recorded a liability of approximately $ million related to the estimated net payment to Exxaro, which is included in “Accrued liabilities” in our unaudited Condensed Consolidated Balance Sheets as of June 30, 2019. Tasnee/Cristal On April 10, 2019, we announced the completion of the acquisition of the TiO 2 business of Cristal for $ billion of cash, subject to a working capital and noncurrent liability adjustment, plus ordinary shares. At June 30, 2019, Cristal Inorganic Chemical Netherlands Cooperatief W.A., a wholly-owned subsidiary of Tasnee, continues to own shares of Tronox, or ownership interest. On May 9, 2018, we entered into an Option Agreement with AMIC which is owned equally by Tasnee and Cristal. Under the terms of the Option Agreement, AMIC granted us an option (the “Option”) to acquire of a special purpose vehicle (the “SPV”), to which AMIC’s ownership in a titanium slag smelter facility (the “Slagger”) in The Jazan City for Primary and Downstream Industries in KSA will be contributed together with $ million of AMIC indebtedness (the “AMIC Debt”). As of June 30, 2019, we have loaned $ million for capital expenditures and operational expenses to facilitate the start-up of the Slagger and we have recorded this loan payment and related interest within “Other long-term assets” on the Unaudited Condensed Consolidated Balance Sheet at June 30, 2019. The Option Agreement did not have a significant impact on the financial statements as of or for the periods ended June 30, 2019. The Company acquired feedstock from AMIC for consumption in production. As of June 30, 2019, we had a payable of approximately $ million recorded in "Accrued liabilities" on the unaudited Condensed Consolidated Balance Sheet for purchases of feedstock from AMIC, including $ million purchased during the three months ended June 30, 2019. The balances are expected to be settled in the near term. In conjunction with the acquisition on April 10, 2019 we entered into a transition services agreement with Tasnee, Cristal and AMIC. Under the terms of the transition services agreement, Tasnee and its affiliates will provide services to Tronox related to information technology support and infrastructure, logistics, safety, health and environmental, treasury and tax. Similarly, Tronox will provide services to Tasnee and its affiliates for information technology support and infrastructure, finance and accounting, tax, treasury, human resources, logistics, research and development and business development. During the three and six months ended June 30, 2019, Tronox recorded a net reduction of approximately $ million in “Selling, general and administrative” in the unaudited Condensed Consolidated Statement of Operations associated with the transition services agreement. The net reduction of selling, general and administrative expenses associated with the transition services agreement generally represents a recovery of the related costs. At June 30, 2019, Tronox had a receivable due from Tasnee of $ million and a payable due to Tasnee of $ million that are recorded within “Prepaid and other assets” and “Accrued liabilities”, respectively, on the unaudited Condensed Consolidated Balance Sheet. Accrued liabilities include $ million related to the cash, received with the acquired entities in connection with the Cristal Transaction. The balance in prepaid and other assets and remaining balances in accrued liabilities primarily relate to pre-acquisition activity and those balances are expected to be settled in the near term. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Information [Abstract] | |
Segment Information | 24. Segment Information Prior to and after the Cristal Transaction, we operate our business under one operating segment, TiO 2, 2 We disaggregate our revenue from contracts with customers by product type and geographic area. We believe this level of disaggregation appropriately depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors and reflects how our business is managed. See Note 4 for further information on revenues. |
The Company (Policies)
The Company (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
The Company [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K/A for the year ended December 31, 2018. The unaudited Condensed Consolidated Balance Sheet as of December 31, 2018 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The acquisition of Cristal has impacted the comparability of our financial statements. As the Cristal Transaction was completed on April 10, 2019, in accordance with ASC 805, the three and six month periods ended June 30, 2019, only include the results of the Cristal business since the date of the acquisition, while the three and six month periods ended June 30, 2018 do not include any results of Cristal. Likewise, the balance sheet at June 30, 2019 includes the impacts of the acquisition of Cristal while the balance sheet at December 31, 2018 does not. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. 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 due to one or more future confirming events could have a material effect on the financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) which includes a lessee accounting model that recognizes two types of leases - finance leases and operating leases. The new standard requires a lessee to recognize on the balance sheet, for all leases of more than 12 months, a lease liability, which corresponds to the discounted obligation of future lease payments arising from a lease, and a right-of-use (“ROU”) asset, which represents the lessee’s right to use, or control the use of, the underlying asset over the lease term. On January 1, 2019, we adopted the new standard using the cumulative-effect adjustment approach and recorded a lease liability and related right-of-use asset of $ million and $ million, respectively.We elected the package of practical expedients under the transition guidance, which does not require the reassessment of whether existing contracts contain a lease or whether the classification or unamortized initial direct costs of existing leases would be different under the new guidance. As an accounting policy election, we excluded short-term leases (leases that have a term of 12 months or less and do not include a purchase option that we are reasonably certain to exercise) from the balance sheet presentation. Additionally, we elected to account for non-lease components in a contract as part of a single lease component for all asset classes. We implemented a new lease accounting system and updated our business processes and internal controls to address relevant risks associated with the implementation of the new standard including the preparation of the required financial information and disclosures. See Note 16 for details. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (“Topic 820”): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The standard modifies the disclosure requirements in Topic 820, Fair Value Measurement, by: removing certain disclosure requirements related to the fair value hierarchy; modifying existing disclosure requirements related to measurement uncertainty; and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, with early adoption permitted. We will assess the impact, if any, that the standard may have on our disclosure requirements. In August 2018, the FASB also issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. The standard modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing and adding certain disclosures for these plans. The eliminated disclosures include (a) the amounts in Accumulated Other Comprehensive Income expected to be recognized in net periodic benefit costs over the next fiscal year, (b) the amount and timing of plan assets expected to be returned to the employer, and (c) the effects of a one-percentage-point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for postretirement health care benefits. The new disclosures include the interest crediting rates for cash balance plans and an explanation of significant gains and losses related to changes in benefit obligations. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, with early adoption permitted. We will assess the impact, if any, that the standard may have on our disclosure requirements. |
Cristal Acquisition and Relat_2
Cristal Acquisition and Related Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Cristal Acquisition and Related Divestitures [Abstract] | |
Fair Value of Assets Acquired and Liabilities Assumed | The purchase price consideration and preliminary estimated fair value of Cristal’s net assets acquired as of the acquisition date on April 10, 2019 are shown below. The assets and liabilities of Cristal's North American TiO 2 Fair Value Purchase Price Consideration: Tronox Holdings plc shares issued 37,580,000 Tronox Holdings plc closing price per share on April 10, 2019 $ 14.00 Total fair value of Tronox Holdings plc shares issued at acquisition date $ 526 Cash consideration paid $ 1,603 Liability for additional cash consideration $ 72 Total purchase price $ 2,201 Fair Value Fair Value of Assets Acquired: Accounts receivable $ 231 Inventory 706 Deferred taxes 70 Prepaid and other assets 104 Property, plant and equipment 624 Mineral leaseholds 57 Intangible assets 69 Lease right of use assets 39 Other long-term assets 59 Assets held for sale 807 Goodwill 68 Total assets acquired $ 2,834 Less: Liabilities Assumed Accounts payable $ 92 Accrued liabilities 127 Short-term lease liabilities 12 Pension and postretirement healthcare benefits 67 Deferred tax liabilities 5 Environmental liabilities 36 Asset retirement obligations 80 Long-term debt 21 Long-term lease liabilities 24 Other long-term liabilities 20 Liabilities held for sale 113 Total liabilities assumed $ 597 Less noncontrolling interest 36 Purchase price $ 2,201 |
Supplemental Pro forma Financial Information | In accordance with ASC 805, the supplemental pro forma results of operations for the three and six months ended June 30, 2019 and 2018, as if the Cristal Transaction had occurred on January 1, 2018, are as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net sales $ 827 $ 903 $ 1,547 $ 1,779 Net income (loss) from continuing operations $ 21 $ 72 $ (25 ) $ 12 Diluted net income (loss) per share from continuing operations attributable to Tronox plc $ 0.10 $ 0.44 $ (0.23 ) $ 0.07 |
Restructuring Initiatives (Tabl
Restructuring Initiatives (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring Initiatives [Abstract] | |
Liability Balance for Restructuring Plan | The liability balance for restructuring as of June 30, 2019, is as follows: Employee- Related Costs Second Quarter 2019 charges $ 10 Cash payments (6 ) Foreign exchange - Balance, June 30, 2019 $ 4 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue [Abstract] | |
Disaggregation of Revenue | Net sales to external customers by geographic areas where our customers are located were as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 North America $ 180 $ 185 $ 318 $ 330 South and Central America 48 21 61 37 Europe, Middle-East and Africa 316 149 446 295 Asia Pacific 247 137 356 272 Total net sales $ 791 $ 492 $ 1,181 $ 934 Net sales from external customers for each similar type of product were as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 TiO 2 $ 625 $ 346 $ 902 $ 671 Zircon 88 78 152 139 Feedstock and other products 78 53 127 97 Electrolytic — 15 — 27 Total net sales $ 791 $ 492 $ 1,181 $ 934 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income Taxes [Abstract] | |
Income Taxes | Income (loss) before income taxes is comprised of the following: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Income tax benefit $ 4 $ 27 $ 2 $ 22 (Loss) income before income taxes $ (59 ) $ 23 $ (87 ) $ (13 ) Effective tax rate 7 % (117 )% 2 % 169 % |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income (Loss) Per Share [Abstract] | |
Computation of Basic and Diluted Loss per Share | The computation of basic and diluted loss per share for the periods indicated is as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Numerator - Basic and Diluted: Net (loss) income from continuing operations $ (55 ) $ 50 $ (85 ) $ 9 Less: Net income from continuing operations attributable to noncontrolling interest 6 14 10 17 Undistributed net (loss) income from continuing operations attributable to Tronox Holdings plc (61 ) 36 (95 ) (8 ) Net loss from discontinued operations (1 ) — (1 ) — Net income (loss) available to ordinary shares $ (62 ) $ 36 $ (96 ) $ (8 ) Denominator - Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 150,686 123,063 137,569 122,699 Weighted-average ordinary shares, diluted (in thousands) 150,686 126,716 137,569 122,699 Basic net income (loss) from continuing operations per ordinary share $ (0.41 ) $ 0.30 $ (0.69 ) $ (0.07 ) Basic net income (loss) from discontinued operations per ordinary share — — — — Basic net income (loss) operations per ordinary share $ (0.41 ) $ 0.30 $ (0.69 ) $ (0.07 ) Diluted net income (loss) from continuing operations per ordinary share $ (0.41 ) $ 0.29 $ (0.69 ) $ (0.07 ) Diluted net income (loss) from discontinued operations per ordinary share — — — — Diluted net income (loss) operations per ordinary share $ (0.41 ) $ 0.29 $ (0.69 ) $ (0.07 ) |
Anti-Dilutive Shares Not Recognized in Diluted Earnings per Share Calculation | In computing diluted net loss per share under the two-class method, we considered potentially dilutive shares. Anti-dilutive shares not recognized in the diluted net loss per share calculation for the three and six months ended June 30, 2019 and 2018 were as follows: Three Months Ended June 30, Shares Six Months Ended June 30, Shares 2019 2018 2019 2018 Options 1,269,443 1,328,129 1,269,443 1,328,129 Restricted share units 5,206,611 1,605,156 5,206,611 5,258,259 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventories, Net [Abstract] | |
Inventories, Net | Inventories, net consisted of the following: June 30, 2019 December 31, 2018 Raw materials $ 267 $ 102 Work-in-process 108 43 Finished goods, net 528 225 Materials and supplies, net 194 109 Inventories, net – current $ 1,097 $ 479 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment, Net of Accumulated Depreciation | Property, plant and equipment, net of accumulated depreciation, consisted of the following: June 30, 2019 December 31, 2018 Land and land improvements $ 158 $ 96 Buildings 309 242 Machinery and equipment 1,857 1,395 Construction-in-progress 184 63 Other 59 39 Subtotal 2,567 1,835 Less: accumulated depreciation (932 ) (831 ) Property, plant and equipment, net (1) $ 1,635 $ 1,004 |
Depreciation Expense Related to Property Plant and Equipment | The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Cost of goods sold $ 58 $ 31 $ 90 $ 64 Selling, general and administrative expenses 1 1 2 2 Total $ 59 $ 32 $ 92 $ 66 |
Mineral Leaseholds, Net (Tables
Mineral Leaseholds, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Mineral Leaseholds, Net [Abstract] | |
Mineral Leaseholds, Net of Accumulated Depletion | Mineral leaseholds, net of accumulated depletion, consisted of the following: June 30, 2019 December 31, 2018 Mineral leaseholds $ 1,303 $ 1,238 Less: accumulated depletion (469 ) (442 ) Mineral leaseholds, net $ 834 $ 796 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net of Accumulated Amortization | Intangible assets, net of accumulated amortization, consisted of the following: June 30, 2019 December 31, 2018 Gross Cost Accumulated Amortization Net Carrying Amount Gross Cost Accumulated Amortization Net Carrying Amount Customer relationships $ 291 $ (163 ) $ 128 $ 291 $ (154 ) $ 137 TiO 2 101 (14 ) 87 32 (13 ) 19 Internal-use software 47 (31 ) 16 47 (27 ) 20 Intangible assets, net $ 439 $ (208 ) $ 231 $ 370 $ (194 ) $ 176 |
Amortization Expense Related to Intangible Assets | The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Cost of goods sold $ 1 $ 1 $ 1 $ 1 Selling, general and administrative expenses 7 6 13 12 Total $ 8 $ 7 $ 14 $ 13 |
Balance Sheet and Cash Flow S_2
Balance Sheet and Cash Flow Supplemental Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Balance Sheet and Cash Flow Supplemental Information [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following: June 30, 2019 December 31, 2018 Employee-related costs and benefits $ 92 $ 69 Payable to Tasnee for Cristal acquisition 72 — Related party payables 5 — Interest 16 16 Sales rebates 31 18 Restructuring 4 — Taxes other than income taxes 26 5 Asset retirement obligations 11 6 Interest rate swaps 22 — Foreign currency — 6 Professional fees and other 51 20 Accrued liabilities $ 330 $ 140 |
Additional Supplemental Cash Flow Information | Additional supplemental cash flow information for the six months ended June 30, 2019 is as follows: Supplemental non cash information: Six Months Ended June 30, 2019 Investing activities- shares issued in the Cristal acquisition $ 526 Financing activities- debt assumed in the Cristal acquisition $ 20 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt [Abstract] | |
Long-Term Debt, Net of Unamortized Discount and Debt Issuance Costs | Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Principal Annual Interest Rate Maturity Date June 30, 2019 December 31, 2018 Term Loan Facility, net of unamortized discount (1) (2) $ 2,150 Variable 9/22/2024 $ 1,914 $ 2,119 Senior Notes due 2025 450 5.75% 10/01/2025 450 450 Senior Notes due 2026 615 6.50% 4/15/2026 615 615 Standard Bank Term Loan Facility 222 Variable 03/25/2024 218 — Tikon Loan N/A Variable 05/23/2021 20 — Finance leases 16 16 Long-term debt 3,233 3,200 Less: Long-term debt due within one year (58) (22) Debt issuance costs (39) (39) Long-term debt, net $ 3,136 $ 3,139 (1) Average effective interest rate of 5.8% and 5.5% during the six months ended June 30, 2019 and 2018, respectively. (2) The Term Loan Facility consists of (i) a U.S. dollar term facility in an aggregate principal amount of $1.5 billion (the “Term Loans”) with our subsidiary, Tronox Finance LLC (“Tronox Finance”) as the borrower and (ii) a U.S. dollar term facility in an aggregate principal amount of $650 million (the “Blocked Term Loan”) with our unrestricted subsidiary, Tronox Blocked Borrower LLC (the “Blocked Borrower”) as the borrower, which Blocked Term Loan was funded into a blocked account. Upon consummation of the Cristal Transaction on April 10, 2019, the Blocked Borrower merged with and into Tronox Finance, and the Blocked Term Loan became available to Tronox Finance. Pursuant to the terms of the Term Loan Facility, in the event of an asset sale, some or all of the net proceeds from the sale may be required to be used to prepay borrowings under the Term Loan Facility based on the ratio of the total combined debt outstanding under the Term Loan Facility and the Wells Fargo Revolver to the consolidated EBITDA, as defined in the Term Loan Facility, for the previous four quarters. If this ratio is greater than 3, then all of the net proceeds from an asset sale would be required to be used to prepay borrowings under the Term Loan Facility, while if the ratio were less than 3 but greater than 2.75, 50% of the net proceeds would be required for prepayment and if the ratio were less than 2.75, no prepayment would be required. On May 1, 2019, we divested Cristal’s North American operations for approximately $700 million and subsequent to the sale,our senior net leverage ratio was below 2.75, and, as a result, the sale of the North American operations did not trigger a prepayment event. |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value [Abstract] | |
Fair Value Measurement of Debt | The following table presents the fair value of our debt at both June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Term Loan Facility $ 1,906 $ 2,074 Standard Bank Term Loan Facility 218 — Senior Notes due 2025 439 368 Senior Notes due 2026 610 518 Tikon Loan 20 — |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease Expense | Lease expense for the three and six months ended June 30, 2019 were comprised of the following: Three months ended June 30, 2019 Six months ended June 30, 2019 Operating lease expense $ 10 $ 17 Finance lease expense: Amortization of right-of-use assets — — Interest on lease liabilities — 1 Short term lease expense 7 11 Variable lease expense 8 12 Total lease expense $ 25 $ 41 The table below summarizes lease expense for the three and six months ended June 30, 2019, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three months ended June 30, 2019 Six months ended June 30, 2019 Cost of goods sold $ 24 $ 39 Selling, general and administrative expenses 1 2 Total $ 25 $ 41 |
Weighted-Average Remaining Lease Term and Weighted-Average Discount Rates | The weighted-average remaining lease term in years and weighted-average discount rates at June 30, 2019 were as follows: June 30, 2019 Weighted-average remaining lease term: Operating leases 3.9 Finance leases 11.0 Weighted-average discount rate: Operating leases 8.8 % Finance leases 14.2 % |
Maturity Analysis for Operating Leases and Finance Leases | The maturity analysis for operating leases and finance leases at June 30, 2019 were as follows: Operating Leases Finance Leases 2019 $ 19 $ 2 2020 33 3 2021 26 3 2022 12 3 2023 5 3 Thereafter 11 18 Total lease payments 106 32 Less: imputed interest (17 ) (16 ) Present value of lease payments $ 89 $ 16 |
Minimum Commitments for Operating Leases and Finance Leases | The minimum commitments for operating leases and finance leases at December 31, 2018 were as follows: Operating Leases Finance Leases 2019 $ 15 $ 3 2020 6 3 2021 5 3 2022 4 3 2023 3 3 Thereafter 4 18 Total lease payments $ 37 $ 33 |
Cash Flows and ROU Assets | Additional information relating to cash flows and ROU assets for the six months ended June 30, 2019 is as follows: June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 17 Operating cash flows used for finance leases 1 Financing cash flows used for finance leases — Additional information relating to ROU assets for the three and six months ended June 30, 2019 is as follows: Three months ended June 30, 2019 Six months ended June 30, 2019 ROU assets obtained in exchange for lease obligations: Operating leases obtained in the normal course of business $ 4 $ 7 Operating leases acquired in connection with Cristal acquisition 37 37 Finance leases (recorded in “Property, plant, and equipment, net”) — — |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Asset Retirement Obligations [Abstract] | |
Asset Retirement Obligations | Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activities related to asset retirement obligations were as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Beginning balance $ 75 $ 83 $ 74 $ 82 Additions 6 — 6 4 Accretion expense 3 2 4 3 Remeasurement/translation — (6 ) — (5 ) Settlements/payments (1 ) (1 ) (1 ) (2 ) Transferred with the divestiture of Ashtabula (3 ) — (3 ) — Transferred in with the acquisition of Cristal 94 — 94 — Transferred with the sale of Henderson Electrolytic — — — (4 ) Balance, June 30, $ 174 $ 78 $ 174 $ 78 June 30, 2019 December 31, 2018 Current portion included in “Accrued liabilities” $ 11 $ 6 Noncurrent portion included in “Asset retirement obligations” 163 68 Asset retirement obligations $ 174 $ 74 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | The tables below present changes in accumulated other comprehensive loss by component for the three months ended June 30, 2019 and 2018. Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, March 31, 2019 $ (517 ) $ (95 ) $ — $ (612 ) Other comprehensive loss 18 — (23 ) (5 ) Amounts reclassified from accumulated other comprehensive income — 1 — 1 Balance, June 30, 2019 $ (499 ) $ (94 ) $ (23 ) $ (616 ) Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, March 31, 2018 $ (268 ) $ (89 ) $ (1 ) $ (358 ) Other comprehensive loss (139 ) — — (139 ) Amounts reclassified from accumulated other comprehensive income — 1 — 1 Balance, June 30, 2018 $ (407 ) $ (88 ) $ (1 ) $ (496 ) The tables below present changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2019 and 2018. Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, January 1, 2019 $ (445 ) $ (95 ) $ — $ (540 ) Other comprehensive loss 7 — (23 ) (16 ) Amounts reclassified from accumulated other comprehensive income — 1 — 1 Acquisition of noncontrolling interest (61 ) — — (61 ) Balance, June 30, 2019 $ (499 ) $ (94 ) $ (23 ) $ (616 ) Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, January 1, 2018 $ (312 ) $ (90 ) $ (1 ) $ (403 ) Other comprehensive loss (95 ) — — (95 ) Amounts reclassified from accumulated other comprehensive income — 2 — 2 Balance, June 30, 2018 $ (407 ) $ (88 ) $ (1 ) $ (496 ) |
Pension and Other Postretirem_2
Pension and Other Postretirement Healthcare Benefits (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Pension and Other Postretirement Healthcare Benefits [Abstract] | |
Net Periodic Cost Associated with the U.S. Defined Benefit Plans and Acquired Foreign Plans | The components of net periodic cost associated with our U.S defined benefit plans and the acquired foreign plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows : Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net periodic cost: Service cost $ 1 $ — $ 1 $ — Interest cost 6 4 9 7 Expected return on plan assets (7 ) (4 ) (10 ) (8 ) Net amortization of actuarial loss and prior service credit 1 1 1 2 Total net periodic cost $ 1 $ 1 $ 1 $ 1 |
The Company (Details)
The Company (Details) $ / shares in Units, R in Millions, $ in Millions | Aug. 07, 2019USD ($)$ / shares | May 09, 2019USD ($)$ / sharesshares | May 01, 2019USD ($) | Feb. 15, 2019USD ($) | Feb. 15, 2019ZAR (R) | Nov. 30, 2018Scheme$ / shares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)$ / shares | Nov. 26, 2018 | May 09, 2018USD ($) |
The Company [Abstract] | ||||||||||||
Number of schemes of arrangements used in implementing transaction | Scheme | 2 | |||||||||||
Ratio of ordinary shares issued upon transition | 1 | |||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Proceeds from divestiture of business | $ 707 | $ 0 | ||||||||||
Stock repurchased (in shares) | shares | 4,957,098 | |||||||||||
Stock repurchased, aggregate purchase price | $ 56 | |||||||||||
Stock repurchased, price per share (in dollars per share) | $ / shares | $ 11.26 | $ 11.26 | ||||||||||
Accrued liabilities | $ 330 | $ 330 | $ 140 | |||||||||
Cash consideration for acquisition | 1,603 | $ 0 | ||||||||||
Lease liability | 89 | 89 | ||||||||||
Right-of-use asset | $ 93 | $ 93 | 0 | |||||||||
ASU 2016-02 [Member] | ||||||||||||
The Company [Abstract] | ||||||||||||
Lease liability | 66 | |||||||||||
Right-of-use asset | $ 64 | |||||||||||
Subsequent Event [Member] | ||||||||||||
The Company [Abstract] | ||||||||||||
Stock repurchased, aggregate purchase price | $ 86 | |||||||||||
Stock repurchased, price per share (in dollars per share) | $ / shares | $ 11.59 | |||||||||||
Exxaro [Member] | ||||||||||||
The Company [Abstract] | ||||||||||||
Ownership interest | 10.20% | 10.20% | ||||||||||
Number of shares held by affiliate (in shares) | shares | 14,700,000 | |||||||||||
Exxaro [Member] | Exxaro Mineral Sands Transaction Completion Agreement [Member] | ||||||||||||
The Company [Abstract] | ||||||||||||
Stock repurchased (in shares) | shares | 14,000,000 | |||||||||||
Remaining shares to be repurchased (in shares) | shares | 14,700,000 | 14,700,000 | ||||||||||
Stock repurchased, aggregate purchase price | $ 200 | |||||||||||
Stock repurchased, price per share (in dollars per share) | $ / shares | $ 14.3185 | |||||||||||
Discount percentage on volume weighted average share price | 5.00% | |||||||||||
Number of weighted average days | 10 days | |||||||||||
Accrued liabilities | $ 2 | $ 2 | ||||||||||
Tronox Sands [Member] | Exxaro [Member] | ||||||||||||
The Company [Abstract] | ||||||||||||
Ownership interest | 26.00% | |||||||||||
Cash consideration for acquisition | $ 148 | R 2,060 | ||||||||||
South African Subsidiaries [Member] | Exxaro [Member] | ||||||||||||
The Company [Abstract] | ||||||||||||
Ownership interest | 26.00% | 26.00% | ||||||||||
Cristal's North American Operations [Member] | ||||||||||||
The Company [Abstract] | ||||||||||||
Proceeds from divestiture of business | $ 700 | |||||||||||
Slagger [Member] | Advanced Metal Industries Cluster Company Limited [Member] | ||||||||||||
The Company [Abstract] | ||||||||||||
Ownership interest | 90.00% | |||||||||||
Loan commitment | $ 322 | |||||||||||
Loan made | $ 89 | $ 89 |
Cristal Acquisition and Relat_3
Cristal Acquisition and Related Divestitures (Details) $ / shares in Units, € in Millions, $ in Millions | May 01, 2019USD ($) | Apr. 26, 2019EUR (€) | Apr. 10, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)shares | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)shares | Jun. 30, 2018USD ($) | Dec. 31, 2018shares |
Business Acquisition [Abstract] | ||||||||
Shares owned (in shares) | shares | 144,377,289 | 144,377,289 | 122,933,845 | |||||
Proceeds from divestiture of operations | $ 707 | $ 0 | ||||||
Contract loss | $ 19 | $ 0 | 19 | 0 | ||||
Revenues | 791 | 492 | 1,181 | 934 | ||||
Operating losses | (13) | $ 65 | 3 | $ 79 | ||||
Cristal's North American Operations [Member] | ||||||||
Business Acquisition [Abstract] | ||||||||
Proceeds from divestiture of operations | $ 700 | |||||||
Contract loss | $ 19 | $ 19 | ||||||
Venator Materials PLC [Member] | ||||||||
Business Acquisition [Abstract] | ||||||||
Total cash consideration | € | € 8 | |||||||
Proceeds from divestiture of operations | € | 1 | |||||||
Supply agreement term | 2 years | |||||||
Consideration amount receivable | € | € 7 | |||||||
Venator Materials PLC [Member] | Maximum [Member] | ||||||||
Business Acquisition [Abstract] | ||||||||
Supply agreement extendable term | 3 years | |||||||
Cristal's Titanium Dioxide Business [Member] | ||||||||
Business Acquisition [Abstract] | ||||||||
Cash consideration for acquisition | $ 1,675 | |||||||
Number of ordinary shares to be issued for acquisition (in shares) | shares | 37,580,000 | |||||||
Share value at acquisition closing date (in dollars per share) | $ / shares | $ 14 | |||||||
Shares owned (in shares) | shares | 37,580,000 | 37,580,000 | ||||||
Ownership percentage | 26.00% | 26.00% | ||||||
Total consideration for acquisition | $ 2,201 | |||||||
Revenues | $ 353 | $ 353 | ||||||
Operating losses | $ (48) | $ 48 |
Cristal Acquisition and Relat_4
Cristal Acquisition and Related Divestitures, Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 10, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Purchase Price Consideration [Abstract] | ||||
Cash consideration paid | $ 1,603 | $ 0 | ||
Fair Value of Assets Acquired [Abstract] | ||||
Goodwill | $ 68 | $ 0 | ||
Cristal's Titanium Dioxide Business [Member] | ||||
Purchase Price Consideration [Abstract] | ||||
Tronox Holdings plc shares issued (in shares) | 37,580,000 | |||
Tronox Holdings plc closing price per share on April 10, 2019 (in dollars per share) | $ 14 | |||
Total fair value of Tronox Holdings plc shares issued at acquisition date | $ 526 | |||
Cash consideration paid | 1,603 | |||
Liability for additional cash consideration | 72 | |||
Total purchase price | 2,201 | |||
Fair Value of Assets Acquired [Abstract] | ||||
Accounts receivable | 231 | |||
Inventory | 706 | |||
Deferred taxes | 70 | |||
Prepaid and other assets | 104 | |||
Property, plant and equipment | 624 | |||
Mineral leaseholds | 57 | |||
Intangible assets | 69 | |||
Lease right of use assets | 39 | |||
Other long-term assets | 59 | |||
Assets held for sale | 807 | |||
Goodwill | 68 | |||
Total assets acquired | 2,834 | |||
Less: Liabilities Assumed [Abstract] | ||||
Accounts payable | 92 | |||
Accrued liabilities | 127 | |||
Short-term lease liabilities | 12 | |||
Pension and postretirement healthcare benefits | 67 | |||
Deferred tax liabilities | 5 | |||
Environmental liabilities | 36 | |||
Asset retirement obligations | 80 | |||
Long-term debt | 21 | |||
Long-term lease liabilities | 24 | |||
Other long-term liabilities | 20 | |||
Liabilities held for sale | 113 | |||
Total liabilities assumed | 597 | |||
Less noncontrolling interest | 36 | |||
Purchase price | $ 2,201 |
Cristal Acquisition and Relat_5
Cristal Acquisition and Related Divestitures, Supplemental Pro forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Supplemental Pro forma Financial Information [Abstract] | ||||
Net sales | $ 827 | $ 903 | $ 1,547 | $ 1,779 |
Net income (loss) from continuing operations | $ 21 | $ 72 | $ (25) | $ 12 |
Diluted net income (loss) per share from continuing operations attributable to Tronox plc (in dollars per share) | $ 0.10 | $ 0.44 | $ (0.23) | $ 0.07 |
Business Combination, Description [Abstract] | ||||
Pre-tax charges related to fair of inventories acquired | $ 55 | $ 0 | ||
Contract loss | $ 19 | $ 0 | 19 | 0 |
Cristal's North American Operations [Member] | ||||
Business Combination, Description [Abstract] | ||||
Pre-tax charges related to fair of inventories acquired | 55 | $ 6 | 55 | $ 6 |
Contract loss | $ 19 | $ 19 |
Restructuring Initiatives (Deta
Restructuring Initiatives (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Restructuring Costs [Abstract] | ||||
Restructuring charges | $ 10 | $ 0 | $ 10 | $ 0 |
Liability Balance for Restructuring [Roll Forward] | ||||
Second Quarter 2019 charges | 0 | |||
Balance | 4 | 4 | ||
Cristal [Member] | ||||
Restructuring Costs [Abstract] | ||||
Restructuring charges | 10 | 10 | ||
Cristal [Member] | Employee-Related Costs [Member] | ||||
Liability Balance for Restructuring [Roll Forward] | ||||
Second Quarter 2019 charges | 10 | |||
Cash payments | (6) | |||
Foreign exchange | 0 | |||
Balance | $ 4 | $ 4 |
Revenue (Details)
Revenue (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Segment | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Contract Balances [Abstract] | |||||
Contract liability balances | $ 8 | $ 8 | |||
Disaggregation of Revenue [Abstract] | |||||
Number of operating segments | Segment | 1 | ||||
Number of reportable segments | Segment | 1 | ||||
Net sales | 791 | $ 492 | $ 1,181 | $ 934 | |
Maximum [Member] | |||||
Contract Balances [Abstract] | |||||
Contract liability balances | $ 1 | ||||
TiO2 [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 625 | 346 | 902 | 671 | |
Zircon [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 88 | 78 | 152 | 139 | |
Feedstock and Other Products [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 78 | 53 | 127 | 97 | |
Electrolytic [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 0 | 15 | 0 | 27 | |
North America [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 180 | 185 | 318 | 330 | |
South and Central America [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 48 | 21 | 61 | 37 | |
Europe, Middle-East and Africa [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 316 | 149 | 446 | 295 | |
Asia Pacific [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | $ 247 | $ 137 | $ 356 | $ 272 |
Asset Sale (Details)
Asset Sale (Details) - Henderson Electrolytic Operations [Member] - USD ($) $ in Millions | Dec. 27, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Jun. 30, 2019 | Mar. 31, 2019 |
Assets [Abstract] | ||||||
Amount of consideration received in cash | $ 1.3 | $ 6 | $ 13 | |||
Amount of secured promissory note | 4.7 | |||||
Proceeds from full settlement of promissory note | $ 4.7 | |||||
Pre-tax loss on sale of assets | $ 6 | $ 25 | $ 31 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Taxes [Abstract] | ||||
Income tax benefit | $ 4 | $ 27 | $ 2 | $ 22 |
Income (loss) before income taxes | $ (59) | $ 23 | $ (87) | $ (13) |
Effective tax rate | 7.00% | (117.00%) | 2.00% | 169.00% |
Income Taxes [Abstract] | ||||
Future Grantor Trust deductions | $ 2,500 | $ 2,500 | ||
Uncertain tax position | $ 0 | 0 | ||
Maximum [Member] | ||||
Income Taxes [Abstract] | ||||
Net operating losses and interest limitation carryforwards subject to limitation upon ownership change | $ 5,200 | |||
United Kingdom [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 19.00% | 19.00% | ||
United Kingdom [Member] | Domestic Tax Authority [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 19.00% | 19.00% | 19.00% | 19.00% |
U.S. Federal [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 21.00% | |||
Australia [Member] | Domestic Tax Authority [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 30.00% | |||
South Africa [Member] | Foreign Tax Authority [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 28.00% | |||
France [Member] | Foreign Tax Authority [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 32.00% | |||
China [Member] | Foreign Tax Authority [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 25.00% | |||
Brazil [Member] | Foreign Tax Authority [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 34.00% | |||
KSA [Member] | Foreign Tax Authority [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 20.00% | |||
Netherlands [Member] | Foreign Tax Authority [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 25.00% |
Income (Loss) Per Share, Comput
Income (Loss) Per Share, Computation of Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator - Basic and Diluted [Abstract] | ||||
Net (loss) income from continuing operations | $ (55) | $ 50 | $ (85) | $ 9 |
Less: Net income from continuing operations attributable to noncontrolling interest | 6 | 14 | 10 | 17 |
Undistributed net (loss) income from continuing operations attributable to Tronox Holdings plc | (61) | 36 | (95) | (8) |
Net loss from discontinued operations | (1) | 0 | (1) | 0 |
Net income (loss) available to ordinary shares | $ (62) | $ 36 | $ (96) | $ (8) |
Denominator - Basic and Diluted [Abstract] | ||||
Weighted-average ordinary shares, basic (in shares) | 150,686 | 123,063 | 137,569 | 122,699 |
Weighted-average ordinary shares, diluted (in shares) | 150,686 | 126,716 | 137,569 | 122,699 |
Basic net income (loss) from continuing operations per ordinary share (in dollars per share) | $ (0.41) | $ 0.30 | $ (0.69) | $ (0.07) |
Basic net income (loss) from discontinued operations per ordinary share (in dollars per share) | 0 | 0 | 0 | 0 |
Basic net income (loss) operations per ordinary share (in dollars per share) | (0.41) | 0.30 | (0.69) | (0.07) |
Diluted net income (loss) from continuing operations per ordinary share (in dollars per share) | (0.41) | 0.29 | (0.69) | (0.07) |
Diluted net income (loss) from discontinued operations per ordinary share (in dollars per share) | 0 | 0 | 0 | 0 |
Diluted net income (loss) operations per ordinary share (in dollars per share) | $ (0.41) | $ 0.29 | $ (0.69) | $ (0.07) |
Income (Loss) Per Share, Comp_2
Income (Loss) Per Share, Computation of Anti-Dilutive Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Options [Member] | ||||
Anti-dilutive shares not recognized in diluted net income (loss) per share calculation [Abstract] | ||||
Shares (in shares) | 1,269,443 | 1,328,129 | 1,269,443 | 1,328,129 |
Restricted Share Units [Member] | ||||
Anti-dilutive shares not recognized in diluted net income (loss) per share calculation [Abstract] | ||||
Shares (in shares) | 5,206,611 | 1,605,156 | 5,206,611 | 5,258,259 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Components of inventories [Abstract] | ||
Raw materials | $ 267 | $ 102 |
Work-in-process | 108 | 43 |
Finished goods, net | 528 | 225 |
Materials and supplies, net | 194 | 109 |
Inventories, net - current | 1,097 | 479 |
Inventory obsolescence reserves | 15 | 13 |
Reserves for lower of cost or market and net realizable value | $ 26 | $ 17 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Property, plant and equipment, net of accumulated depreciation [Abstract] | |||||
Subtotal | $ 2,567 | $ 2,567 | $ 1,835 | ||
Less: accumulated depreciation | (932) | (932) | (831) | ||
Property, plant and equipment, net | 1,635 | 1,635 | 1,004 | ||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 59 | $ 32 | 92 | $ 66 | |
Cost of Goods Sold [Member] | |||||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 58 | 31 | 90 | 64 | |
Selling, General and Administrative Expenses [Member] | |||||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 1 | $ 1 | 2 | $ 2 | |
Land and Land Improvements [Member] | |||||
Property, plant and equipment, net of accumulated depreciation [Abstract] | |||||
Subtotal | 158 | 158 | 96 | ||
Buildings [Member] | |||||
Property, plant and equipment, net of accumulated depreciation [Abstract] | |||||
Subtotal | 309 | 309 | 242 | ||
Machinery and Equipment [Member] | |||||
Property, plant and equipment, net of accumulated depreciation [Abstract] | |||||
Subtotal | 1,857 | 1,857 | 1,395 | ||
Construction-in-Progress [Member] | |||||
Property, plant and equipment, net of accumulated depreciation [Abstract] | |||||
Subtotal | 184 | 184 | 63 | ||
Other [Member] | |||||
Property, plant and equipment, net of accumulated depreciation [Abstract] | |||||
Subtotal | $ 59 | $ 59 | $ 39 |
Mineral Leaseholds, Net (Detail
Mineral Leaseholds, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Summary of minerals leaseholds, net of accumulated depletion [Abstract] | |||||
Mineral leaseholds | $ 1,303 | $ 1,303 | $ 1,238 | ||
Less: accumulated depletion | (469) | (469) | (442) | ||
Mineral leaseholds, net | 834 | 834 | $ 796 | ||
Depletion expense relating to mineral leaseholds recorded in cost of goods sold | $ 17 | $ 10 | $ 25 | $ 18 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross cost | $ 439 | $ 439 | $ 370 | ||
Accumulated amortization | (208) | (208) | (194) | ||
Net carrying amount | 231 | 231 | 176 | ||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 8 | $ 7 | 14 | $ 13 | |
Estimated future amortization expense related to intangible assets [Abstract] | |||||
Remainder of 2019 | 14 | 14 | |||
2020 | 27 | 27 | |||
2021 | 26 | 26 | |||
2022 | 24 | 24 | |||
2023 | 22 | 22 | |||
Thereafter | 113 | 113 | |||
Cost of Goods Sold [Member] | |||||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 1 | 1 | 1 | 1 | |
Selling, General and Administrative Expenses [Member] | |||||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 7 | $ 6 | 13 | $ 12 | |
Customer Relationships [Member] | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross cost | 291 | 291 | 291 | ||
Accumulated amortization | (163) | (163) | (154) | ||
Net carrying amount | 128 | 128 | 137 | ||
TiO2 Technology [Member] | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross cost | 101 | 101 | 32 | ||
Accumulated amortization | (14) | (14) | (13) | ||
Net carrying amount | 87 | 87 | 19 | ||
Internal-use Software [Member] | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross cost | 47 | 47 | 47 | ||
Accumulated amortization | (31) | (31) | (27) | ||
Net carrying amount | $ 16 | $ 16 | $ 20 |
Balance Sheet and Cash Flow S_3
Balance Sheet and Cash Flow Supplemental Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Summary of accrued liabilities [Abstract] | ||
Employee-related costs and benefits | $ 92 | $ 69 |
Payable to Tasnee for Cristal acquisition | 72 | 0 |
Related party payables | 5 | 0 |
Interest | 16 | 16 |
Sales rebates | 31 | 18 |
Restructuring | 4 | 0 |
Taxes other than income taxes | 26 | 5 |
Asset retirement obligations | 11 | 6 |
Interest rate swaps | 22 | 0 |
Foreign currency derivatives | 0 | 6 |
Professional fees and other | 51 | 20 |
Accrued liabilities | 330 | $ 140 |
Supplemental Non Cash Information [Abstract] | ||
Investing activities- shares issued in the Cristal acquisition | 526 | |
Financing activities- debt assumed in the Cristal acquisition | $ 20 |
Debt, Wells Fargo Revolver and
Debt, Wells Fargo Revolver and ABSA Revolving Credit Facility (Details) R in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019ZAR (R) | Sep. 22, 2017USD ($) | |
Long-term Debt [Abstract] | |||||||
Debt extinguishment costs | $ 0 | $ (30) | $ (2) | $ (30) | |||
Wells Fargo Revolver [Member] | Letter of Credit [Member] | |||||||
Long-term Debt [Abstract] | |||||||
Maximum borrowing capacity | $ 85 | ||||||
Maturity date of revolving credit facility | Sep. 22, 2022 | ||||||
Wells Fargo Revolver [Member] | Revolving Credit Facility [Member] | |||||||
Long-term Debt [Abstract] | |||||||
Maximum borrowing capacity | 350 | $ 350 | $ 550 | ||||
Debt extinguishment costs | $ 2 | ||||||
Outstanding borrowings on revolvers | $ 0 | $ 0 | |||||
ABSA Revolver [Member] | |||||||
Long-term Debt [Abstract] | |||||||
Maximum borrowing capacity | R | R 750 | ||||||
Maturity date of revolving credit facility | Dec. 13, 2020 | ||||||
ABSA Revolver [Member] | Maximum [Member] | |||||||
Long-term Debt [Abstract] | |||||||
Debt extinguishment costs | $ 1 |
Debt, Standard Bank Credit Faci
Debt, Standard Bank Credit Facility, Standard Bank Term Loan Facility and Cristal Debt Acquired (Details) ¥ in Millions, R in Millions, $ in Millions | Mar. 25, 2019ZAR (R) | Jun. 30, 2019CNY (¥) | Jun. 30, 2019USD ($) |
Standard Bank Credit Facility [Member] | |||
Long-term Debt [Abstract] | |||
Maximum borrowing capacity | R 1,000 | $ 71 | |
Maturity date | Mar. 25, 2022 | ||
Outstanding borrowings on revolvers | 0 | ||
Standard Bank Credit Facility [Member] | JIBAR [Member] | |||
Long-term Debt [Abstract] | |||
Basis spread on variable interest rate when net leverage ratio is less than 1.5 | 2.60% | ||
Basis spread on variable interest rate when net leverage ratio is greater than 1.5 | 2.85% | ||
Standard Bank Term Loan Facility [Member] | |||
Long-term Debt [Abstract] | |||
Maturity date | Mar. 25, 2024 | ||
Amortizing Loan [Member] | |||
Long-term Debt [Abstract] | |||
Maximum borrowing capacity | R 2,600 | 175 | |
Debt instrument, term | 5 years | ||
Frequency of payments | quarter | ||
Periodic payment of principal | 5.00% | ||
Amortizing Loan [Member] | JIBAR [Member] | |||
Long-term Debt [Abstract] | |||
Basis spread on variable interest rate when net leverage ratio is less than 1.5 | 2.60% | ||
Basis spread on variable interest rate when net leverage ratio is greater than 1.5 | 2.85% | ||
Bullet Loan [Member] | |||
Long-term Debt [Abstract] | |||
Outstanding borrowings on revolvers | R 600 | 43 | |
Bullet Loan [Member] | JIBAR [Member] | |||
Long-term Debt [Abstract] | |||
Basis spread on variable interest rate when net leverage ratio is less than 1.5 | 2.95% | ||
Basis spread on variable interest rate when net leverage ratio is greater than 1.5 | 3.15% | ||
Cristal Debt Acquired [Member] | |||
Long-term Debt [Abstract] | |||
Maximum borrowing capacity | 50 | ||
Outstanding borrowings on revolvers | 0 | ||
Cristal Debt Acquired [Member] | LIBOR [Member] | |||
Long-term Debt [Abstract] | |||
Lending basis rate | 2.25% | ||
Cristal Debt Acquired [Member] | Euro [Member] | |||
Long-term Debt [Abstract] | |||
Lending basis rate | 2.25% | ||
Tikon Loan [Member] | |||
Long-term Debt [Abstract] | |||
Maturity date | May 23, 2021 | ||
Outstanding borrowings on revolvers | ¥ 140 | $ 20 | |
Lending basis rate | 7.00% |
Debt, Long-Term Debt, Net of Un
Debt, Long-Term Debt, Net of Unamortized Discount and Debt Issuance Costs (Details) - USD ($) $ in Millions | May 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||||
Long-term debt | $ 3,233 | $ 3,200 | |||
Less: Long-term debt due within one year | (58) | (22) | |||
Debt issuance costs | (39) | (39) | |||
Long-term debt, net | 3,136 | 3,139 | |||
Proceeds from divestiture of operations | 707 | $ 0 | |||
Cristal's North American Operations [Member] | |||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||||
Proceeds from divestiture of operations | $ 700 | ||||
Term Loan Facility [Member] | |||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||||
Original principal | [1],[2] | $ 2,150 | |||
Annual interest rate | [1],[2] | Variable | |||
Maturity date | [1],[2] | Sep. 22, 2024 | |||
Long-term debt | [1],[2] | $ 1,914 | 2,119 | ||
Average effective interest rate | 5.80% | 5.50% | |||
Prepayment ratio greater than three but less than 2.75 | 50.00% | ||||
Prepayment ratio less than 2.75 | 0.00% | ||||
Senior Notes Due 2025 [Member] | |||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||||
Original principal | $ 450 | ||||
Annual interest rate | 5.75% | ||||
Maturity date | Oct. 1, 2025 | ||||
Long-term debt | $ 450 | 450 | |||
Senior Notes Due 2026 [Member] | |||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||||
Original principal | $ 615 | ||||
Annual interest rate | 6.50% | ||||
Maturity date | Apr. 15, 2026 | ||||
Long-term debt | $ 615 | 615 | |||
Standard Bank Term Loan Facility [Member] | |||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||||
Original principal | $ 222 | ||||
Annual interest rate | Variable | ||||
Maturity date | Mar. 25, 2024 | ||||
Long-term debt | $ 218 | 0 | |||
Tikon Loan [Member] | |||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||||
Annual interest rate | Variable | ||||
Maturity date | May 23, 2021 | ||||
Long-term debt | $ 20 | 0 | |||
Secured Debt [Member] | Term Loan Facility [Member] | |||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||||
Original principal | 1,500 | ||||
Secured Debt [Member] | Blocked Term Loan [Member] | |||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||||
Original principal | 650 | ||||
Finance Leases [Member] | |||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||||
Long-term debt | $ 16 | $ 16 | |||
[1] | Average effective interest rate of 5.8% and 5.5% during the six months ended June 30, 2019 and 2018, respectively. | ||||
[2] | The Term Loan Facility consists of (i) a U.S. dollar term facility in an aggregate principal amount of $1.5 billion (the “Term Loans”) with our subsidiary, Tronox Finance LLC (“Tronox Finance”) as the borrower and (ii) a U.S. dollar term facility in an aggregate principal amount of $650 million (the “Blocked Term Loan”) with our unrestricted subsidiary, Tronox Blocked Borrower LLC (the “Blocked Borrower”) as the borrower, which Blocked Term Loan was funded into a blocked account. Upon consummation of the Cristal Transaction on April 10, 2019, the Blocked Borrower merged with and into Tronox Finance, and the Blocked Term Loan became available to Tronox Finance. Pursuant to the terms of the Term Loan Facility, in the event of an asset sale, some or all of the net proceeds from the sale may be required to be used to prepay borrowings under the Term Loan Facility based on the ratio of the total combined debt outstanding under the Term Loan Facility and the Wells Fargo Revolver to the consolidated EBITDA, as defined in the Term Loan Facility, for the previous four quarters. If this ratio is greater than 3, then all of the net proceeds from an asset sale would be required to be used to prepay borrowings under the Term Loan Facility, while if the ratio were less than 3 but greater than 2.75, 50% of the net proceeds would be required for prepayment and if the ratio were less than 2.75, no prepayment would be required. On May 1, 2019, we divested Cristal’s North American operations for approximately $700 million and subsequent to the sale,our senior net leverage ratio was below 2.75, and, as a result, the sale of the North American operations did not trigger a prepayment event. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Interest Rate Swap [Member] | ||
Derivative Financial Instruments [Abstract] | ||
Aggregate notional value | $ 750 | $ 750 |
Interest Rate Swap [Member] | Accrued Liabilities [Member] | ||
Derivative Financial Instruments [Abstract] | ||
Fair value of the outstanding contracts | 22 | 22 |
Foreign Currency Contracts [Member] | Level 2 [Member] | ||
Derivative Financial Instruments [Abstract] | ||
Aggregate notional value | 18 | 18 |
Gains of foreign currency contracts | 1 | 6 |
Foreign Currency Contracts [Member] | Level 2 [Member] | Maximum [Member] | ||
Derivative Financial Instruments [Abstract] | ||
Fair value of foreign currency contracts | $ (1) | $ (1) |
Fair Value (Details)
Fair Value (Details) - Level 1 [Member] - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Term Loan Facility [Member] | ||
Fair Value [Abstract] | ||
Fair value of debt | $ 1,906 | $ 2,074 |
Standard Bank Term Loan Facility [Member] | ||
Fair Value [Abstract] | ||
Fair value of debt | 218 | 0 |
Senior Notes Due 2025 [Member] | ||
Fair Value [Abstract] | ||
Fair value of debt | 439 | 368 |
Senior Notes Due 2026 [Member] | ||
Fair Value [Abstract] | ||
Fair value of debt | 610 | 518 |
Tikon Loan [Member] | ||
Fair Value [Abstract] | ||
Fair value of debt | $ 20 | $ 0 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Lease Expenses [Abstract] | |||
Operating lease expense | $ 10 | $ 17 | |
Finance lease expense [Abstract] | |||
Amortization of right-of-use assets | 0 | 0 | |
Interest on lease liabilities | 0 | 1 | |
Short term lease expense | 7 | 11 | |
Variable lease expense | 8 | 12 | |
Total lease expense | $ 25 | $ 41 | |
Weighted-average Remaining Lease Term [Abstract] | |||
Operating leases | 3 years 10 months 24 days | 3 years 10 months 24 days | |
Finance leases | 11 years | 11 years | |
Weighted-average Discount Rate [Abstract] | |||
Operating leases | 8.80% | 8.80% | |
Finance leases | 14.20% | 14.20% | |
Maturity Analysis for Operating Leases [Abstract] | |||
2019 | $ 19 | $ 19 | |
2020 | 33 | 33 | |
2021 | 26 | 26 | |
2022 | 12 | 12 | |
2023 | 5 | 5 | |
Thereafter | 11 | 11 | |
Total lease payments | 106 | 106 | |
Less: imputed interest | (17) | (17) | |
Present value of lease payments | 89 | 89 | |
Maturity Analysis for Finance Leases [Abstract] | |||
2019 | 2 | 2 | |
2020 | 3 | 3 | |
2021 | 3 | 3 | |
2022 | 3 | 3 | |
2023 | 3 | 3 | |
Thereafter | 18 | 18 | |
Total lease payments | 32 | 32 | |
Less: imputed interest | (16) | (16) | |
Present value of lease payments | 16 | 16 | |
Minimum Commitments for Operating Leases [Abstract] | |||
2019 | $ 15 | ||
2020 | 6 | ||
2021 | 5 | ||
2022 | 4 | ||
2023 | 3 | ||
Thereafter | 4 | ||
Total lease payments | 37 | ||
Minimum Commitments for Finance Leases [Abstract] | |||
2019 | 3 | ||
2020 | 3 | ||
2021 | 3 | ||
2022 | 3 | ||
2023 | 3 | ||
Thereafter | 18 | ||
Total lease payments | 33 | ||
Cash paid for amounts included in the measurement of lease liabilities [Abstract] | |||
Operating cash flows used for operating leases | 17 | ||
Operating cash flows used for finance leases | 1 | ||
Financing cash flows used for finance leases | 0 | ||
ROU assets obtained in exchange for lease obligations [Abstract] | |||
Operating leases obtained in the normal course of business | 4 | 7 | |
Operating leases acquired in connection with Cristal acquisition | 37 | 37 | |
Finance leases (recorded in "Property, plant, and equipment, net") | 0 | 0 | |
Additional Operating Lease, Not yet Commenced [Abstract] | |||
Right-of-use asset | 93 | 93 | $ 0 |
Machinery and Equipment [Member] | |||
Additional Operating Lease, Not yet Commenced [Abstract] | |||
Right-of-use asset | 12 | 12 | |
Cost of Goods Sold [Member] | |||
Finance lease expense [Abstract] | |||
Total lease expense | 24 | 39 | |
Selling, General and Administrative Expenses [Member] | |||
Finance lease expense [Abstract] | |||
Total lease expense | $ 1 | $ 2 | |
Minimum [Member] | |||
Leases, Operating [Abstract] | |||
Initial lease terms | 1 year | 1 year | |
Minimum [Member] | Machinery and Equipment [Member] | |||
Additional Operating Lease, Not yet Commenced [Abstract] | |||
Lease term | 3 years | 3 years | |
Maximum [Member] | |||
Leases, Operating [Abstract] | |||
Initial lease terms | 25 years | 25 years | |
Maximum [Member] | Machinery and Equipment [Member] | |||
Additional Operating Lease, Not yet Commenced [Abstract] | |||
Lease term | 5 years | 5 years |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Activity related to asset retirement obligations [Roll Forward] | ||||||
Beginning balance | $ 75 | $ 83 | $ 74 | $ 82 | ||
Additions | 6 | 0 | 6 | 4 | ||
Accretion expense | 3 | 2 | 4 | 3 | ||
Remeasurement/translation | 0 | (6) | 0 | (5) | ||
Settlements/payments | (1) | (1) | (1) | (2) | ||
Transferred in with the acquisition of Cristal | 94 | 0 | 94 | 0 | ||
Ending balance | 174 | 78 | 174 | 78 | ||
Asset retirement obligations [Abstract] | ||||||
Current portion included in "Accrued liabilities" | $ 11 | $ 6 | ||||
Noncurrent portion included in "Asset retirement obligations" | 163 | 68 | ||||
Asset retirement obligations | 75 | 83 | 74 | 82 | $ 174 | $ 74 |
Ashtabula [Member] | ||||||
Activity related to asset retirement obligations [Roll Forward] | ||||||
Transferred with divesture/sale | (3) | 0 | (3) | 0 | ||
Henderson Electrolytic Operations [Member] | ||||||
Activity related to asset retirement obligations [Roll Forward] | ||||||
Transferred with divesture/sale | $ 0 | $ 0 | $ 0 | $ (4) |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Millions, $ in Millions | May 01, 2019USD ($) | Apr. 26, 2019EUR (€) | Jul. 14, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) |
Financial Commitments [Abstract] | ||||||
Remainder of 2019 | $ 185 | $ 185 | ||||
2020 | 132 | 132 | ||||
2021 | 82 | 82 | ||||
2022 | 63 | 63 | ||||
2023 | 41 | 41 | ||||
Thereafter | 114 | 114 | ||||
Commitments and Contingencies [Abstract] | ||||||
Loss contingency | 66 | 66 | ||||
Provision for Hawkins Point Plant | 32 | |||||
Proceeds from divestiture of business | 707 | $ 0 | ||||
Venator Materials PLC [Member] | ||||||
Commitments and Contingencies [Abstract] | ||||||
Break Fee | $ 75 | |||||
Damages value | 400 | |||||
Proceeds from divestiture of business | € | € 1 | |||||
Cristal's North American Operations [Member] | ||||||
Commitments and Contingencies [Abstract] | ||||||
Proceeds from divestiture of business | $ 700 | |||||
Letters of Credit [Member] | ||||||
Commitments and Contingencies [Abstract] | ||||||
Loss contingency | 21 | 21 | ||||
Bank Guarantees [Member] | ||||||
Commitments and Contingencies [Abstract] | ||||||
Loss contingency | 44 | 44 | ||||
Performance Bonds [Member] | Maximum [Member] | ||||||
Commitments and Contingencies [Abstract] | ||||||
Loss contingency | $ 1 | $ 1 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Changes in accumulated other comprehensive income (loss) by component [Roll Forward] | |||||
Balance | $ 680 | $ 862 | $ 1,033 | $ 862 | $ 1,015 |
Acquisition of noncontrolling interest | (148) | ||||
Balance | 929 | 680 | 897 | 929 | 897 |
Accumulated Other Comprehensive Loss [Member] | |||||
Changes in accumulated other comprehensive income (loss) by component [Roll Forward] | |||||
Balance | (612) | (540) | (358) | (540) | (403) |
Other comprehensive loss | (5) | (139) | (16) | (95) | |
Amounts reclassified from accumulated other comprehensive income | 1 | 1 | 1 | 2 | |
Acquisition of noncontrolling interest | (61) | (61) | |||
Balance | (616) | (612) | (496) | (616) | (496) |
Cumulative Translation Adjustment [Member] | |||||
Changes in accumulated other comprehensive income (loss) by component [Roll Forward] | |||||
Balance | (517) | (445) | (268) | (445) | (312) |
Other comprehensive loss | 18 | (139) | 7 | (95) | |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 | |
Acquisition of noncontrolling interest | (61) | ||||
Balance | (499) | (517) | (407) | (499) | (407) |
Pension Liability Adjustment [Member] | |||||
Changes in accumulated other comprehensive income (loss) by component [Roll Forward] | |||||
Balance | (95) | (95) | (89) | (95) | (90) |
Other comprehensive loss | 0 | 0 | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive income | 1 | 1 | 1 | 2 | |
Acquisition of noncontrolling interest | 0 | ||||
Balance | (94) | (95) | (88) | (94) | (88) |
Unrealized Gains (Losses) on Derivatives [Member] | |||||
Changes in accumulated other comprehensive income (loss) by component [Roll Forward] | |||||
Balance | 0 | 0 | (1) | 0 | (1) |
Other comprehensive loss | (23) | 0 | (23) | 0 | |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 | |
Acquisition of noncontrolling interest | 0 | ||||
Balance | $ (23) | $ 0 | $ (1) | $ (23) | $ (1) |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2017 | |
Restricted Share Units (RSUs), Time-Based Awards [Member] | Board Members [Member] | Tranche One [Member] | |||||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||||
Granted (in shares) | 195,178 | ||||
Award vesting period | 1 year | ||||
Restricted Share Units (RSUs), Time-Based Awards [Member] | Board Members [Member] | Tranche Three [Member] | |||||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||||
Granted (in shares) | 3,528 | ||||
Restricted Share Units (RSUs), Time-Based Awards [Member] | Management [Member] | Tranche Two [Member] | |||||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||||
Granted (in shares) | 1,143,018 | ||||
Award vesting period | 3 years | ||||
Restricted Share Units (RSUs), Performance-Based Awards [Member] | |||||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||||
Performance measurement period | 3 years | ||||
Unrecognized compensation expense related to nonvested restricted shares and nonvested RSUs, adjusted for estimated forfeitures | $ 67 | ||||
Weighted average period of recognition for unrecognized compensation expense | 2 years 3 months 18 days | ||||
Restricted Share Units (RSUs), Performance-Based Awards [Member] | Management [Member] | Tranche One [Member] | |||||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||||
Granted (in shares) | 1,143,018 | ||||
Award vesting period | 3 years | ||||
Options [Member] | |||||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||||
Exercised (in shares) | 0 | ||||
Integration Incentive Award [Member] | Restricted Share Units (RSUs) [Member] | Executive Officers and Managers [Member] | |||||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||||
Granted (in shares) | 139,225 | ||||
Award vesting period | 2 years | ||||
Reversal of compensation expense | $ 6 | ||||
Integration Incentive Award [Member] | Restricted Share Units (RSUs), Performance-Based Awards [Member] | Executive Officers and Managers [Member] | |||||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||||
Granted (in shares) | 1,397,471 | ||||
Modified Integration Incentive Award [Member] | Restricted Share Units (RSUs), Performance-Based Awards [Member] | |||||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||||
Granted (in shares) | 40,161 | 90,161 | |||
Award vesting period | 2 years |
Repurchase of Common Stock (Det
Repurchase of Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 07, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 03, 2019 |
Disclosure of Repurchase Agreements [Abstract] | ||||
Value of stock authorized to repurchase | $ 100 | |||
Shares repurchased (in shares) | 4,957,098 | |||
Shares repurchased, price per share (in dollars per share) | $ 11.26 | $ 11.26 | ||
Cost of shares repurchased, including sales commissions | $ 56 | |||
Shares available for additional repurchases under stock repurchase program | $ 44 | $ 44 | ||
Exxaro [Member] | ||||
Disclosure of Repurchase Agreements [Abstract] | ||||
Shares repurchased (in shares) | 14,000,000 | |||
Subsequent Event [Member] | ||||
Disclosure of Repurchase Agreements [Abstract] | ||||
Shares repurchased, price per share (in dollars per share) | $ 11.59 | |||
Cost of shares repurchased, including sales commissions | $ 86 | |||
Total number of shares repurchased (in shares) | 7,453,391 |
Pension and Other Postretirem_3
Pension and Other Postretirement Healthcare Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net periodic cost [Abstract] | ||||
Service cost | $ 1 | $ 0 | $ 1 | $ 0 |
Interest cost | 6 | 4 | 9 | 7 |
Expected return on plan assets | (7) | (4) | (10) | (8) |
Net amortization of actuarial loss and prior service credit | 1 | 1 | 1 | 2 |
Total net periodic cost | $ 1 | 1 | $ 1 | 1 |
Pension Plan [Member] | ||||
Pension and Other Postretirement Healthcare Benefits [Abstract] | ||||
Defined Benefit Plan, Tax Status [Extensible List] | us-gaap:QualifiedPlanMember | us-gaap:QualifiedPlanMember | ||
Pension Plan [Member] | U.S. [Member] | ||||
Pension and Other Postretirement Healthcare Benefits [Abstract] | ||||
Vested percentage of participants moving to INE0S | 100.00% | |||
Pension Plan [Member] | France and Saudi Arabia [Member] | ||||
Pension and Other Postretirement Healthcare Benefits [Abstract] | ||||
Amount of overfunded (underfunded) status | $ (46) | $ (46) | ||
Pension Plan [Member] | Other Income (Expense), Net [Member] | Maximum [Member] | ||||
Net periodic cost [Abstract] | ||||
Total net periodic cost | 1 | $ 1 | 1 | $ 1 |
Pension Plan [Member] | Other Long-term Assets [Member] | U.S. [Member] | ||||
Pension and Other Postretirement Healthcare Benefits [Abstract] | ||||
Amount of overfunded (underfunded) status | 4 | 4 | ||
Pension Plan [Member] | Other Long-term Assets [Member] | Australia [Member] | ||||
Pension and Other Postretirement Healthcare Benefits [Abstract] | ||||
Amount of overfunded (underfunded) status | 4 | 4 | ||
Pension Plan [Member] | Unfunded Plan [Member] | Other Long-term Assets [Member] | U.K. [Member] | ||||
Pension and Other Postretirement Healthcare Benefits [Abstract] | ||||
Amount of overfunded (underfunded) status | 17 | 17 | ||
SERP [Member] | U.S. [Member] | ||||
Pension and Other Postretirement Healthcare Benefits [Abstract] | ||||
Amount of overfunded (underfunded) status | (7) | (7) | ||
TERP [Member] | U.S. [Member] | ||||
Pension and Other Postretirement Healthcare Benefits [Abstract] | ||||
Amount of overfunded (underfunded) status | $ (3) | $ (3) |
Pension and Other Postretirem_4
Pension and Other Postretirement Healthcare Benefits, Multiemployer Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Multiemployer Plans, Pension [Member] | Netherlands [Member] | Cost of Goods Sold [Member] | ||||
Multiemployer Plans [Abstract] | ||||
Employer contribution amount | $ 1 | $ 1 | $ 2 | $ 2 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 07, 2019 | May 09, 2019 | Apr. 10, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | May 09, 2018 |
Related Parties [Abstract] | |||||||
Stock repurchased, during period (in shares) | 4,957,098 | ||||||
Stock repurchased, aggregate purchase price | $ 56 | ||||||
Stock repurchased, price per share (in dollars per share) | $ 11.26 | $ 11.26 | |||||
Shares owned (in shares) | 144,377,289 | 144,377,289 | 122,933,845 | ||||
Payables to related parties | $ 72 | $ 72 | $ 0 | ||||
Subsequent Event [Member] | |||||||
Related Parties [Abstract] | |||||||
Stock repurchased, aggregate purchase price | $ 86 | ||||||
Stock repurchased, price per share (in dollars per share) | $ 11.59 | ||||||
Transition Services Agreement [Member] | |||||||
Related Parties [Abstract] | |||||||
Reduction in selling, general and administrative expenses | $ 1 | $ (1) | |||||
Cristal's Titanium Dioxide Business [Member] | |||||||
Related Parties [Abstract] | |||||||
Ownership percentage | 26.00% | 26.00% | |||||
Cash consideration for acquisition | $ 1,675 | ||||||
Number of ordinary shares to be issued for acquisition (in shares) | 37,580,000 | ||||||
Shares owned (in shares) | 37,580,000 | 37,580,000 | |||||
Slagger [Member] | Advanced Metal Industries Cluster Company Limited [Member] | |||||||
Related Parties [Abstract] | |||||||
Ownership percentage | 90.00% | ||||||
Loan commitment | $ 322 | ||||||
Loan made | $ 89 | $ 89 | |||||
Exxaro [Member] | |||||||
Related Parties [Abstract] | |||||||
Number of shares held by affiliate (in shares) | 14,700,000 | ||||||
Ownership percentage | 10.20% | 10.20% | |||||
Stock repurchased, during period (in shares) | 14,000,000 | ||||||
Related-party accrued liabilities | $ 2 | $ 2 | |||||
Exxaro [Member] | Exxaro Mineral Sands Transaction Completion Agreement [Member] | |||||||
Related Parties [Abstract] | |||||||
Stock repurchased, during period (in shares) | 14,000,000 | ||||||
Stock repurchased, aggregate purchase price | $ 200 | ||||||
Stock repurchased, price per share (in dollars per share) | $ 14.3185 | ||||||
Discount percentage on volume weighted average share price | 5.00% | ||||||
Number of weighted average days | 10 days | ||||||
Remaining shares to be repurchased (in shares) | 14,700,000 | ||||||
Exxaro [Member] | South African Subsidiaries [Member] | |||||||
Related Parties [Abstract] | |||||||
Ownership percentage | 26.00% | 26.00% | |||||
Tasnee [Member] | |||||||
Related Parties [Abstract] | |||||||
Related-party accrued liabilities | $ 77 | $ 77 | |||||
Receivable due from related parties | 12 | 12 | |||||
Payables to related parties | 72 | 72 | |||||
AMIC [Member] | |||||||
Related Parties [Abstract] | |||||||
Payables to related parties | 11 | $ 11 | |||||
Purchase of feedstock from related-party | $ 5 |
Segment Information (Details)
Segment Information (Details) | 6 Months Ended |
Jun. 30, 2019Segment | |
Net sales and income (loss) from operations by segment [Abstract] | |
Segment [Extensible List] | trox:TiO2SegmentMember |
Number of operating segments | 1 |