Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 20, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 1-35573 | |
Entity Registrant Name | TRONOX HOLDINGS PLC | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 98-1467236 | |
Entity Address, Address Line One | 263 Tresser Boulevard | |
Entity Address, Address Line Two | 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 $0.01 per share | |
Security Exchange Name | NYSE | |
Trading Symbol | TROX | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 153,643,555 | |
Entity Central Index Key | 0001530804 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 927 | $ 578 | $ 1,818 | $ 1,300 |
Cost of goods sold | 700 | 449 | 1,385 | 996 |
Gross profit | 227 | 129 | 433 | 304 |
Selling, general and administrative expenses | 77 | 80 | 158 | 174 |
Restructuring | 0 | 0 | 0 | 2 |
Income from operations | 150 | 49 | 275 | 128 |
Interest expense | (36) | (47) | (86) | (92) |
Interest income | 2 | 2 | 3 | 5 |
Loss on extinguishment of debt | (23) | 0 | (57) | 0 |
Other income (expense), net | 4 | 2 | (6) | 11 |
Income before income taxes | 97 | 6 | 129 | 52 |
Income tax provision | (20) | (10) | (26) | (16) |
Net income (loss) | 77 | (4) | 103 | 36 |
Net income attributable to noncontrolling interest | 4 | 0 | 11 | 8 |
Net income (loss) attributable to Tronox Holdings plc | $ 73 | $ (4) | $ 92 | $ 28 |
Earnings (loss) per share: | ||||
Basic (in dollars per share) | $ 0.47 | $ (0.03) | $ 0.61 | $ 0.19 |
Diluted (in dollars per share) | $ 0.46 | $ (0.03) | $ 0.59 | $ 0.19 |
Weighted average shares outstanding, basic (in thousands) (in shares) | 153,557 | 143,465 | 150,361 | 143,080 |
Weighted average shares outstanding, diluted (in thousands) (in shares) | 158,959 | 143,465 | 156,335 | 143,644 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 77 | $ (4) | $ 103 | $ 36 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 50 | 16 | 8 | (172) |
Pension and postretirement plans: | ||||
Actuarial losses, (net of tax benefit of less than $1 million in both the three and six months ended June 30, 2021 and 2020, respectively) | (1) | (2) | (2) | (2) |
Amortization of unrecognized actuarial losses, (net of tax benefit of less than $1 million in both the three and six months ended June 30, 2021 and 2020) | 1 | 1 | 2 | 2 |
Total pension and postretirement losses | 0 | (1) | 0 | 0 |
Realized (gains) losses on derivatives reclassified from accumulated other comprehensive loss to the Condensed Consolidated Statement of Operations (net of tax expense of nil and $1 million in the three months ended June 30, 2021 and 2020, respectively and nil and $2 million in the six months ended June 30, 2021 and 2020, respectively) | (6) | 6 | (9) | 11 |
Unrealized (losses) gains on derivative financial instruments, (net of tax expense of nil and $3 million for the three months ended June 30, 2021 and 2020, respectively and net of tax benefit of nil and $7 million for the six months ended June 30, 2021 and 2020, respectively) - See Note 11 | 1 | 40 | 12 | (48) |
Other comprehensive income (loss) | 45 | 61 | 11 | (209) |
Total comprehensive income (loss) | 122 | 57 | 114 | (173) |
Comprehensive income (loss) attributable to noncontrolling interest: | ||||
Net income | 4 | 0 | 11 | 8 |
Foreign currency translation adjustments | 5 | 0 | (5) | (47) |
Comprehensive income (loss) attributable to noncontrolling interest | 9 | 0 | 6 | (39) |
Comprehensive income (loss) attributable to Tronox Holdings plc | $ 113 | $ 57 | $ 108 | $ (134) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Actuarial losses, tax benefit (less than) | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 |
Amortization of unrecognized actuarial losses, tax benefit (less than) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Reealized (gains) losses on derivative instruments, tax expense (benefit) | 0 | 1,000,000 | 0 | 2,000,000 |
Unrealized (losses) gains on derivative instruments, tax expense (benefit) | $ 0 | $ 3,000,000 | $ 0 | $ (7,000,000) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 303 | $ 619 |
Restricted cash | 4 | 29 |
Accounts receivable (net of allowance for credit losses of $4 million and $5 million as of June 30, 2021 and December 31, 2020, respectively) | 681 | 540 |
Inventories, net | 1,020 | 1,137 |
Prepaid and other assets | 171 | 200 |
Income taxes receivable | 6 | 4 |
Total current assets | 2,185 | 2,529 |
Noncurrent Assets | ||
Property, plant and equipment, net | 1,732 | 1,759 |
Mineral leaseholds, net | 795 | 803 |
Intangible assets, net | 206 | 201 |
Lease right of use assets, net | 69 | 81 |
Deferred tax assets | 1,013 | 1,020 |
Other long-term assets | 182 | 175 |
Total assets | 6,182 | 6,568 |
Current Liabilities | ||
Accounts payable | 375 | 356 |
Accrued liabilities | 334 | 350 |
Short-term lease liabilities | 41 | 39 |
Long-term debt due within one year | 34 | 58 |
Income taxes payable | 9 | 2 |
Total current liabilities | 793 | 805 |
Noncurrent Liabilities | ||
Long-term debt, net | 2,804 | 3,263 |
Pension and postretirement healthcare benefits | 144 | 146 |
Asset retirement obligations | 163 | 157 |
Environmental liabilities | 66 | 67 |
Long-term lease liabilities | 25 | 41 |
Deferred tax liabilities | 177 | 176 |
Other long-term liabilities | 34 | 42 |
Total liabilities | 4,206 | 4,697 |
Commitments and Contingencies - Note 14 | ||
Shareholders’ Equity | ||
Tronox Holdings plc ordinary shares, par value $0.01 — 153,588,540 shares issued and outstanding at June 30, 2021 and 143,557,479 shares issued and outstanding at December 31, 2020 | 2 | 1 |
Capital in excess of par value | 2,047 | 1,873 |
Retained earnings | 501 | 434 |
Accumulated other comprehensive loss | (628) | (610) |
Total Tronox Holdings plc shareholders’ equity | 1,922 | 1,698 |
Noncontrolling interest | 54 | 173 |
Total equity | 1,976 | 1,871 |
Total liabilities and equity | $ 6,182 | $ 6,568 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Accounts receivable, allowance for credit loss | $ 4 | $ 5 |
Shareholders’ Equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 153,588,540 | 143,557,479 |
Common stock, shares outstanding (in shares) | 153,588,540 | 143,557,479 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net income | $ 103 | $ 36 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 155 | 143 |
Deferred income taxes | 2 | 6 |
Share-based compensation expense | 16 | 11 |
Amortization of deferred debt issuance costs and discount on debt | 5 | 5 |
Loss on extinguishment of debt | 57 | 0 |
Other non-cash items affecting net income | 24 | 31 |
Changes in assets and liabilities: | ||
Decrease (increase) in accounts receivable, net of allowance for credit losses | (140) | 25 |
Decrease (increase) in inventories, net | 110 | (117) |
Decrease (increase) in prepaid and other assets | 28 | (18) |
Increase (decrease) in accounts payable and accrued liabilities | 17 | (16) |
Net changes in income tax payables and receivables | 4 | (3) |
Changes in other non-current assets and liabilities | (36) | (31) |
Cash provided by operating activities | 345 | 72 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (118) | (82) |
Insurance proceeds | 1 | 1 |
Loans | 0 | (12) |
Proceeds from sale of assets | 1 | 1 |
Cash used in investing activities | (116) | (92) |
Cash Flows from Financing Activities: | ||
Repayments of long-term debt | (2,846) | (15) |
Proceeds from long-term debt | 2,375 | 500 |
Proceeds from short-term debt | 0 | 13 |
Call premium paid | (40) | 0 |
Debt issuance costs | (34) | (9) |
Proceeds from the exercise of options | 3 | 0 |
Dividends paid | (28) | (20) |
Restricted stock and performance-based shares settled in cash for withholding taxes | (3) | (3) |
Cash (used in) provided by financing activities | (573) | 466 |
Effects of exchange rate changes on cash and cash equivalents and restricted cash | 3 | (8) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (341) | 438 |
Cash, cash equivalents and restricted cash at beginning of period | 648 | 311 |
Cash, cash equivalents and restricted cash at end of period | 307 | 749 |
Supplemental cash flow information: | ||
Interest paid, net | 69 | 77 |
Income taxes paid | $ 20 | $ 13 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Millions | Total | Total Tronox Holdings plc Shareholders’ Equity | Ordinary Shares | Capital in Excess of par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Non- controlling Interest |
Balance, beginning of period (in shares) at Dec. 31, 2019 | 141,900,000 | ||||||
Balance, beginning of period at Dec. 31, 2019 | $ 916 | $ 748 | $ 1 | $ 1,846 | $ (493) | $ (606) | $ 168 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 40 | 32 | 32 | 8 | |||
Other comprehensive (loss) income | (270) | (223) | (223) | (47) | |||
Share-based compensation (in shares) | 1,779,000 | ||||||
Share-based compensation | 9 | 9 | 9 | ||||
Shares cancelled (in shares) | (313,000) | ||||||
Shares cancelled | (3) | (3) | (3) | ||||
Measurement period adjustment related to Cristal acquisition | (3) | (3) | |||||
Ordinary share dividends | (10) | (10) | (10) | ||||
Balance, end of period (in shares) at Mar. 31, 2020 | 143,366,000 | ||||||
Balance, end of period at Mar. 31, 2020 | 679 | 553 | $ 1 | 1,852 | (471) | (829) | 126 |
Balance, beginning of period (in shares) at Dec. 31, 2019 | 141,900,000 | ||||||
Balance, beginning of period at Dec. 31, 2019 | 916 | 748 | $ 1 | 1,846 | (493) | (606) | 168 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 36 | ||||||
Other comprehensive (loss) income | (209) | ||||||
Balance, end of period (in shares) at Jun. 30, 2020 | 143,523,000 | ||||||
Balance, end of period at Jun. 30, 2020 | 728 | 602 | $ 1 | 1,854 | (485) | (768) | 126 |
Balance, beginning of period (in shares) at Mar. 31, 2020 | 143,366,000 | ||||||
Balance, beginning of period at Mar. 31, 2020 | 679 | 553 | $ 1 | 1,852 | (471) | (829) | 126 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (4) | (4) | (4) | 0 | |||
Other comprehensive (loss) income | 61 | 61 | 61 | 0 | |||
Share-based compensation (in shares) | 199,000 | ||||||
Share-based compensation | 2 | 2 | 2 | ||||
Shares cancelled (in shares) | (42,000) | ||||||
Shares cancelled | 0 | ||||||
Ordinary share dividends | (10) | (10) | (10) | ||||
Balance, end of period (in shares) at Jun. 30, 2020 | 143,523,000 | ||||||
Balance, end of period at Jun. 30, 2020 | 728 | 602 | $ 1 | 1,854 | (485) | (768) | 126 |
Balance, beginning of period (in shares) at Dec. 31, 2020 | 143,557,000 | ||||||
Balance, beginning of period at Dec. 31, 2020 | 1,871 | 1,698 | $ 1 | 1,873 | 434 | (610) | 173 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 26 | 19 | 19 | 7 | |||
Other comprehensive (loss) income | (34) | (24) | (24) | (10) | |||
Share-based compensation (in shares) | 2,545,000 | ||||||
Share-based compensation | 9 | 9 | 9 | ||||
Shares cancelled (in shares) | (101,000) | ||||||
Shares cancelled | (2) | (2) | (2) | ||||
Options exercised (in shares) | 11,000 | ||||||
Acquisition of noncontrolling interest (in shares) | 7,246,000 | ||||||
Acquisition of noncontrolling interest | 0 | 125 | $ 1 | 158 | (34) | (125) | |
Ordinary share dividends | (13) | (13) | (13) | ||||
Balance, end of period (in shares) at Mar. 31, 2021 | 153,258,000 | ||||||
Balance, end of period at Mar. 31, 2021 | 1,857 | 1,812 | $ 2 | 2,038 | 440 | (668) | 45 |
Balance, beginning of period (in shares) at Dec. 31, 2020 | 143,557,000 | ||||||
Balance, beginning of period at Dec. 31, 2020 | 1,871 | 1,698 | $ 1 | 1,873 | 434 | (610) | 173 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 103 | ||||||
Other comprehensive (loss) income | $ 11 | ||||||
Options exercised (in shares) | 148,062 | ||||||
Acquisition of noncontrolling interest | 34 | ||||||
Balance, end of period (in shares) at Jun. 30, 2021 | 153,589,000 | ||||||
Balance, end of period at Jun. 30, 2021 | $ 1,976 | 1,922 | $ 2 | 2,047 | 501 | (628) | 54 |
Balance, beginning of period (in shares) at Mar. 31, 2021 | 153,258,000 | ||||||
Balance, beginning of period at Mar. 31, 2021 | 1,857 | 1,812 | $ 2 | 2,038 | 440 | (668) | 45 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 77 | 73 | 73 | 4 | |||
Other comprehensive (loss) income | 45 | 40 | 40 | 5 | |||
Share-based compensation (in shares) | 225,000 | ||||||
Share-based compensation | 7 | 7 | 7 | ||||
Shares cancelled (in shares) | (31,000) | ||||||
Shares cancelled | (1) | (1) | (1) | ||||
Options exercised (in shares) | 137,000 | ||||||
Options exercised | 3 | 3 | 3 | ||||
Ordinary share dividends | (12) | (12) | (12) | ||||
Balance, end of period (in shares) at Jun. 30, 2021 | 153,589,000 | ||||||
Balance, end of period at Jun. 30, 2021 | $ 1,976 | $ 1,922 | $ 2 | $ 2,047 | $ 501 | $ (628) | $ 54 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividend paid per share (in dollars per share) | $ 0.08 | $ 0.08 | $ 0.07 | $ 0.07 |
The Company
The Company | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation 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. It is our long-term strategic goal to be vertically integrated and consume all of our feedstock materials in our own nine TiO 2 pigment facilities which we operate in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate 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. We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales. 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 for the year ended December 31, 2020. 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 of its financial position as of June 30, 2021, and its results of operations for the three and six months ended June 30, 2021 and 2020. 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, including any potential impacts on the economy as a result of the Covid-19 pandemic which could impact revenue growth and collectibility of trade receivables. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes. The standard simplifies the accounting for income taxes by removing the exceptions to the incremental approach for intraperiod tax allocation, the requirement to recognize deferred tax liability for equity method investments, the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020 with early adoption permitted. The adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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, 2021, and December 31, 2020, 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. From time to time, 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, 2021 and December 31, 2020 were approximately $1 million and $4 million, respectively. Contract liability balances were reported as “Accounts payable” in the unaudited Condensed Consolidated Balance Sheets. All contract liabilities as of December 31, 2020 were recognized as revenue in “Net sales” in the unaudited Condensed Consolidated Statements of Operations during the first quarter of 2021. Disaggregation of Revenue We operate under one operating and reportable segment, Tronox. 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. Net sales to external customers by geographic areas where our customers are located were as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 North America $ 194 $ 154 $ 363 $ 332 South and Central America 68 21 131 61 Europe, Middle-East and Africa 357 201 714 493 Asia Pacific 308 202 610 414 Total net sales $ 927 $ 578 $ 1,818 $ 1,300 Net sales from external customers for each similar type of product were as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 TiO 2 $ 740 $ 466 $ 1,436 $ 1,046 Zircon 121 68 244 133 Feedstock and other products 66 44 138 121 Total net sales $ 927 $ 578 $ 1,818 $ 1,300 Feedstock and other products mainly include rutile prime, ilmenite, chloride (“CP”) slag, pig iron and other mining products. During the six months ended June 30, 2021 and 2020, our ten largest third-party customers represented 28% and 33%, respectively, of our consolidated net sales. During the six months ended June 30, 2021 and 2020, no single customer accounted for 10% of our consolidated net sales. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 before income taxes is comprised of the following: Three Months Ended Six Months Ended 2021 2020 2021 2020 Income tax provision $ (20) $ (10) $ (26) $ (16) Income before income taxes $ 97 $ 6 $ 129 $ 52 Effective tax rate 21 % 167 % 20 % 31 % Tronox Holdings plc, a U.K. public limited company is the publicly-traded parent company for the business group, and the statutory tax rate in the U.K. at both June 30, 2021 and 2020 was 19%. The effective tax rates for both the three and six months ended June 30, 2021 and 2020 are influenced by a variety of factors, primarily income and losses in jurisdictions with valuation allowances, disallowable expenditures, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. Additionally, the six months ended June 30, 2020 is influenced by restructuring impacts while both the three and six months ended June 30, 2021 are influenced by the creation of a South African employee stock ownership plan. At each reporting date, we perform an analysis to determine the likelihood of realizing our deferred tax assets and whether any valuation allowances are required. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including the reversals of deferred tax liabilities) during the periods in which those deferred tax assets will become deductible. Our analysis takes into consideration all available positive and negative evidence, including prior operating results, the nature and reason for any losses, our forecast of future taxable income, utilization of tax planning strategies, and the dates on which any deferred tax assets are expected to expire. These assumptions and estimates require a significant amount of judgment and are made based on current and projected circumstances and conditions. We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia, Saudi Arabia, Switzerland, and the United Kingdom, 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 profitability levels. 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 United States. We currently have no uncertain tax positions recorded; however, 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 Per Share
Income Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Income Per Share | Income Per Share The computation of basic and diluted income per share for the periods indicated is as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator - Basic and Diluted: Net income (loss) $ 77 $ (4) $ 103 $ 36 Less: Net income attributable to noncontrolling interest 4 — 11 8 Net income (loss) available to ordinary shares $ 73 $ (4) $ 92 $ 28 Denominator - Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 153,557 143,465 150,361 143,080 Weighted-average ordinary shares, diluted (in thousands) 158,959 143,465 156,335 143,644 Basic net income (loss) per ordinary share $ 0.47 $ (0.03) $ 0.61 $ 0.19 Diluted net income (loss) per ordinary share $ 0.46 $ (0.03) $ 0.59 $ 0.19 Net income (loss) per ordinary share amounts were calculated from exact, not rounded net income (loss) and share information. Anti-dilutive shares not recognized in the diluted net income per share calculation for the three and six months ended June 30, 2021 and 2020 were as follows: Shares Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Options 533,877 1,208,055 574,480 1,208,055 Restricted share units 776 6,831,965 57,080 6,831,965 |
Inventories, Net
Inventories, Net | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net Inventories, net consisted of the following: June 30, December 31, Raw materials $ 218 $ 170 Work-in-process 111 103 Finished goods, net 497 668 Materials and supplies, net 194 196 Inventories, net – current $ 1,020 $ 1,137 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, 2021 and December 31, 2020, inventory obsolescence reserves primarily for materials and supplies were $44 million and $41 million, respectively. Reserves for lower of cost or market and net realizable value were $12 million and $29 million at June 30, 2021 and December 31, 2020, respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net of accumulated depreciation, consisted of the following: June 30, December 31, Land and land improvements $ 188 $ 189 Buildings 377 368 Machinery and equipment 2,268 2,197 Construction-in-progress 202 192 Other 83 86 Subtotal 3,118 3,032 Less: accumulated depreciation (1,386) (1,273) Property, plant and equipment, net $ 1,732 $ 1,759 Substantially all of the property, plant and equipment, net is pledged as collateral for our debt. See Note 10. 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 Six Months Ended 2021 2020 2021 2020 Cost of goods sold $ 53 $ 52 $ 116 $ 109 Selling, general and administrative expenses 1 1 3 3 Total $ 54 $ 53 $ 119 $ 112 |
Mineral Leaseholds, Net
Mineral Leaseholds, Net | 6 Months Ended |
Jun. 30, 2021 | |
Extractive Industries [Abstract] | |
Mineral Leaseholds, Net | Mineral Leaseholds, Net Mineral leaseholds, net of accumulated depletion, consisted of the following: June 30, 2021 December 31, 2020 Mineral leaseholds $ 1,347 $ 1,333 Less: accumulated depletion (552) (530) Mineral leaseholds, net $ 795 $ 803 |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net of accumulated amortization, consisted of the following: June 30, 2021 December 31, 2020 Gross Cost Accumulated Net Carrying Gross Cost Accumulated Net Carrying Customer relationships $ 291 $ (202) $ 89 $ 291 $ (193) $ 98 TiO 2 technology 93 (27) 66 93 (24) 69 Internal-use software and other 94 (43) 51 73 (39) 34 Intangible assets, net $ 478 $ (272) $ 206 $ 457 $ (256) $ 201 As of June 30, 2021 and December 31, 2020, internal-use software included approximately $41 million and $19 million, respectively, of capitalized software costs which are not being amortized as the software is not ready for its intended use. 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 Six Months Ended 2021 2020 2021 2020 Cost of goods sold $ — $ — $ 1 $ 1 Selling, general and administrative expenses 8 7 15 16 Total $ 8 $ 7 $ 16 $ 17 Estimated future amortization expense related to intangible assets is $16 million for the remainder of 2021, $35 million for 2022, $33 million for 2023, $32 million for 2024, $32 million for 2025 and $58 million thereafter. |
Balance Sheet and Cash Flow Sup
Balance Sheet and Cash Flow Supplemental Information | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet and Cash Flow Supplemental Information | Balance Sheet and Cash Flow Supplemental Information Accrued liabilities consisted of the following: June 30, 2021 December 31, 2020 Employee-related costs and benefits $ 119 $ 133 Related party payables 2 7 Interest 20 21 Sales rebates 43 43 Restructuring 1 2 Taxes other than income taxes 23 16 Asset retirement obligations 6 9 Interest rate swaps 41 57 Other accrued liabilities 79 62 Accrued liabilities $ 334 $ 350 Additional supplemental cash flow information for the six months ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020 is as follows: Six Months Ended June 30, Supplemental non cash information: 2021 2020 Financing activities - Acquisition of noncontrolling interest $ 125 $ — June 30, 2021 December 31, 2020 Capital expenditures acquired but not yet paid $ 35 $ 37 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-Term Debt Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Annual Maturity June 30, 2021 December 31, 2020 Prior Term Loan Facility, net of unamortized discount (1) $ 2,150 Variable 9/22/2024 $ — $ 1,607 New Term Loan Facility, net of unamortized discount (1) (4) 1,300 Variable 3/11/2028 1,232 — Senior Notes due 2025 450 5.75 % 10/1/2025 — 450 Senior Notes due 2026 615 6.50 % 4/15/2026 — 615 Senior Notes due 2029 1,075 4.63 % 3/15/2029 1,075 — 6.5% Senior Secured Notes due 2025 500 6.50 % 5/1/2025 500 500 Standard Bank Term Loan Facility (1) (3) 222 Variable 3/25/2022 27 115 Tikon Loan (3) N/A Variable 5/23/2021 — 17 Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1 1 MGT Loan (2) 36 Variable Variable 34 36 Finance leases 14 15 Long-term debt 2,883 3,356 Less: Long-term debt due within one year (34) (58) Debt issuance costs (45) (35) Long-term debt, net $ 2,804 $ 3,263 _______________ (1) Average effective interest rate on the New Term Loan Facility of 4.6% during the six months ended June 30, 2021. Average effective interest rate on the Prior Term Loan Facility of 4.7% during the six months ended June 30, 2020. Average effective interest rate on the Standard Bank Term Loan Facility of 6.9% and 8.9% during the six months ended June 30, 2021 and 2020, respectively. (2) The MGT loan is a related party debt facility. Average effective interest rate on the MGT loan of 3.14% during the six months ended June 30, 2021. (3) During the six months ended June 30, 2021, the Company made three voluntary prepayments totaling R1,040 million (approximately $73 million at June 30, 2021 exchange rate) on the Standard Bank Term Loan Facility. During the six months ended June 30, 2021, the Company made a voluntary prepayment of CNY 41 million (approximately $6 million at June 30, 2021 exchange rate) on the Tikon Loan. Additionally, in April 2021, the Company repaid the remaining outstanding principal balance of CNY 70 million (approximately $11 million at June 30, 2021 exchange rate) on the Tikon loan. No prepayment penalties were required as a result of these principal prepayments. (4) During the three months ended June 30, 2021, the Company made two voluntary prepayments totaling $61 million on the New Term Loan Facility. As a result of these voluntary prepayments, the Company recorded $1 million in "Loss on extinguishment of debt" within the Condensed Consolidated Statement of Operations for the three months ended June 30, 2021. Additionally, in July 2021, the Company made a voluntary prepayment of $70 million on the New Term Loan Facility. No prepayment penalties were required as a result of these principal prepayments. Prior Term Loan Facility and New Term Loan Facility On March 11, 2021, Tronox Finance LLC entered into an amendment and restatement of its existing first lien term loan credit facility (the "Prior Term Loan Facility") pursuant to which, among other thing, we amended and restated the Prior Term Loan Facility with a new amended and restated first lien credit agreement dated as of September 22, 2017 (as amended through and including March 11, 2021, the "New Term Loan Facility") with a syndicate of lenders and HSBC Bank USA, National Association, as administrative agent and collateral agent. The New Term Loan Facility provides the Company with (a) a new seven-year New Term Loan Facility) in an aggregate principal amount of $1.3 billion and (b) new five-year cash flow revolving facility (the "New Revolving Facility") providing initial revolving commitments of $350 million and a sublimit of $125 million for letters of credit. The maturity date on the New Term Loan Facility and the New Revolving Facility is March 11, 2028 and March 11, 2026, respectively. The New Term Loan Facility shall bear interest at either the base rate or an adjusted LIBOR rate, in each case plus an applicable margin. The applicable margin in respect of the New Term Loan Facility is either 1.50% or 1.25%, for base rate loans, or 2.50% or 2.25%, for adjusted LIBOR rate loans, in each case determined based on, initially the passage of time, and thereafter upon the Company’s first lien net leverage ratio at the applicable time. The New Revolving Facility shall bear interest at either the base rate or adjusted LIBOR rate, in each case plus an applicable margin. The applicable margin in respect of the New Revolving Facility is either 1.25%, 1.00% or 0.75% for base rate loans, or 2.25%, 2.00% or 1.75%, for adjusted LIBOR Rate Loans, in each case determined based on, initially the passage of time, and thereafter upon the Company’s first lien net leverage ratio at the applicable time. The New Credit Facility requires the Borrower to pay customary agency fees. In connection with entering into the New Term Loan Facility, the Company terminated all remaining commitments and repaid all obligations under its Prior Term Loan Facility and Wells Fargo Revolver. Additionally, we repaid $313 million of the principal under the Prior Term Loan Facility with cash on hand. Commencing June 30, 2021, the New Revolving Facility contains a springing financial covenant when a loan amount is drawn exceeding 35% of the New Revolving Facility. In this instance, the first lien net leverage ratio shall not exceed 4.75x at quarter end testing period. As a result of this transaction and in accordance with ASC 470, we recognized approximately $4 million in "Loss on Extinguishment of Debt" recorded in the unaudited condensed Consolidated Statement of Operations for the six months ended June 30, 2021 . In April 2021, we drew down $25 million on the New Revolving Facility, which was repaid later in April 2021. Senior Notes due 2025, Senior Notes due 2026 and Senior Notes due 2029 On March 15, 2021, Tronox Incorporated closed an offering of $1,075 million aggregate principal amount of its 4.625% senior notes due 2029 (the "Senior Notes due 2029"). The notes were offered at par and issued under an indenture dated as of March 15, 2021 among the Company and certain of the Company's restricted subsidiaries as guarantors and Wilmington Trust, National Association. The Senior Notes due 2029 provide, among other thing, that the Senior Notes due 2029 are guaranteed by the Company and certain of the Company's restricted subsidiaries, subject to certain exceptions. The Senior Notes due 2029 and related guarantees are the senior obligations of the Company and the guarantors. The Senior Notes due 2029 have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration requirements. The terms of the indenture, among other things, limit, in certain circumstances, the ability of the Company and its restricted subsidiaries to: incur secured indebtedness, incur indebtedness at a non-guarantor subsidiary, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of their assets. Interest is payable on the Senior Notes due 2029 on March 15 and September 15 of each year beginning on September 15, 2021 until their maturity date of March 15, 2029. On March 31, 2021, the Company repaid the outstanding principal balance of $615 million on its Senior Notes due 2026. As a result of this transaction, we recorded $30 million of debt extinguishment costs, including a call premium of $21 million, in "Loss on Extinguishment of Debt" on the Condensed Consolidated Statement of Operations for the six months ended June 30, 2021 . On April 1, 2021, the Company repaid the outstanding principal balance of $450 million on its Senior Notes due 2025. As a result of this transaction, we recorded $22 million of debt extinguishment costs, including a call premium of $19 million, in "Loss on Extinguishment of Debt" on the Condensed Consolidated Statement of Operations for the three months ended June 30, 2021 . Debt Covenants At June 30, 2021, we are in compliance with all financial covenants in our debt facilities. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives recorded on the Condensed Consolidated Balance Sheet: The following table is a summary of the fair value of derivatives outstanding at June 30, 2021 and December 31, 2020: Fair Value June 30, 2021 December 31, 2020 Assets(a) Accrued Liabilities Assets(a) Accrued Liabilities Derivatives Designated as Cash Flow Hedges Currency Contracts $ 25 $ — $ 58 $ — Interest Rate Swaps $ — $ 41 $ — $ 57 Natural Gas Hedges $ 1 $ — $ — $ — Total Hedges $ 26 $ 41 $ 58 $ 57 Derivatives Not Designated as Cash Flow Hedges Currency Contracts $ — $ 1 $ 7 $ — Total Derivatives $ 26 $ 42 $ 65 $ 57 (a) At June 30, 2021 and December 31, 2020, current assets of $26 million and $65 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets. Derivatives' Impact on the Condensed Consolidated Statement of Operations: The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Operations: Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Revenue Cost of Goods Sold Other Income (Expense), net Revenue Cost of Goods Sold Other Income (Expense), net Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ — $ 2 $ — $ — $ 8 Derivatives Designated as Hedging Instruments Currency Contracts $ — $ 6 $ — $ (5) $ (1) $ — Total Derivatives $ — $ 6 $ 2 $ (5) $ (1) $ 8 Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Revenue Cost of Goods Sold Other Income (Expense), net Revenue Cost of Goods Sold Other Income (Expense), net Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ — $ 3 $ — $ — $ (8) Derivatives Designated as Hedging Instruments Currency Contracts $ — $ 10 $ — $ (6) $ (5) $ — Total Derivatives $ — $ 10 $ 3 $ (6) $ (5) $ (8) 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 Prior Term Loan Facility, which effectively converts the variable rate to a fixed rate for that 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. There was no impact associated with the New Term Loan Facility as the hedge remained highly effective. Fair value gains or losses on these cash flow hedges are recorded in other comprehensive (loss) income and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings. At June 30, 2021 and December 31, 2020, the net unrealized loss of $41 million and $57 million, respectively, was recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet. For the three and six months ended June 30, 2021, the amounts recorded in interest expense related to the interest-rate swap agreements were $4 million and $8 million, respectively. For the three and six months ended June 30, 2020, the net amounts recorded in interest expense related to the interest-rate swap agreements were not material. Foreign Currency Risk During the third quarter of 2019, the first quarter of 2020 and second quarter of 2021, we entered into foreign currency contracts used to hedge forecasted third party non-functional currency sales for our South African subsidiaries and forecasted non-functional currency cost of goods sold for our Australian subsidiaries. These foreign currency contracts are designated as cash flow hedges. Changes to the fair value of these foreign currency contracts are recorded as a component of other comprehensive (loss) income, if these contracts remain highly effective, and are recognized in net sales or costs of goods sold in the period in which the forecasted transaction affects earnings or are recognized in other income (expense) when the transactions are no longer probable of occurring. As of June 30, 2021, we had notional amounts of 227 million Australian dollars (or approximately $170 million at June 30, 2021 exchange rate) that expire between July 29, 2021 and December 30, 2021 to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates. At June 30, 2021 and December 31, 2020, there was an unrealized net gain of $44 million and an unrealized net gain of $58 million, respectively, recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet, of which $44 million is expected to be recognized in earnings over the next twelve months in line with the underlying sales of inventory. Of the $44 million, $27 million is expected to be recognized in earnings during the remainder of 2021. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 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 and derivative contracts at both June 30, 2021 and December 31, 2020: June 30, December 31, Prior Term Loan Facility $ — $ 1,610 New Term Loan Facility 1,232 — Standard Bank Term Loan Facility 27 115 Senior Notes due 2025 — 468 Senior Notes due 2026 — 641 Senior Notes due 2029 1,088 — 6.5% Senior Secured Notes due 2025 532 536 Tikon Loan — 17 Australian Government Loan 1 1 MGT Loan 34 36 Interest rate swaps 41 57 Foreign currency contracts, net 24 65 We determined the fair value of the Prior Term Loan Facility, New Term Loan Facility, the Senior Notes due 2025, the Senior Notes due 2026, the Senior Notes due 2029 and 6.5% Senior Secured Notes due 2025 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 fair value of the Australian Government Loan and MGT Loan is based on the contracted amount which is a Level 2 input. We determined the fair value of the foreign currency contracts and the interest rate swaps 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 and interest rate swaps is a Level 2 input. |
Asset Retirement Obligations
Asset Retirement Obligations | 6 Months Ended |
Jun. 30, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | 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 Six Months Ended 2021 2020 2021 2020 Beginning balance $ 163 $ 142 $ 166 $ 158 Additions 4 — 4 — Accretion expense 3 2 6 5 Remeasurement/translation 1 12 (3) (9) Settlements/payments (2) (1) (4) (3) Other acquisition and divestiture related — — — 4 Balance, June 30, $ 169 $ 155 $ 169 $ 155 June 30, 2021 December 31, 2020 Current portion included in “Accrued liabilities” $ 6 $ 9 Noncurrent portion included in “Asset retirement obligations” 163 157 Asset retirement obligations $ 169 $ 166 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase and Capital Commitments — Includes obligations for purchase requirements of process chemicals, supplies, utilities and services entered into in the ordinary course of business. At June 30, 2021, purchase commitments were $142 million for 2021, $94 million for 2022, $66 million for 2023, $57 million for 2024, $44 million for 2025, and $136 million thereafter. Letters of Credit —At June 30, 2021, we had outstanding letters of credit and bank guarantees of $64 million, of which $32 million were letters of credit and $32 million were bank guarantees. Amounts for performance bonds were not material. Environmental Matters — It is our policy to record appropriate liabilities for environmental matters when remedial efforts are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flows. The timing of cash expenditures depends principally on the timing of remedial investigations and feasibility studies, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. Included in these environmental matters are the following: Hawkins Point Plant. Residual waste mud, known as Batch Attack Mud, and a spent sulfuric waste stream were deposited in an onsite repository (the “Batch Attack Lagoon”) at a former TiO 2 manufacturing site, Hawkins Point Plant in Baltimore, Maryland, operated by Cristal USA, Inc. from 1954 until 2011. We assumed responsibility for remediation of the Hawkins Point Plant when we acquired the TiO 2 business of Cristal in April 2019. In 1984, a predecessor of Cristal and the Maryland Department of the Environment (“MDE”) entered into a consent decree (the “Consent Decree”) to address the Batch Attack Lagoon. The Consent Decree required that Cristal close the Batch Attack Lagoon when the Hawkins Point Plant ceased operations. In addition, we are investigating whether hazardous substances are migrating from the Batch Attack Lagoon. A provision of $60 million has been made in our financial statements for the Hawkins Point Plant consistent with the accounting policy described above. We are in discussions with the MDE regarding a new consent decree to address both the Batch Attack Lagoon as well as other environmental contamination issues associated with the Hawkins Point Plant. Other Matters — We are subject to a number of other lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, prior acquisitions and divestitures, including our acquisition of Cristal, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Included in these other matters is the following: Venator Materials plc v. Tronox Limited. In May 2019, Venator Materials plc (“Venator”) filed an action in the Superior Court of the State of Delaware alleging among other things that we owed Venator a $75 million “Break Fee” pursuant to the terms of a preliminary agreement dated July 14, 2018 (the “Exclusivity Agreement”). The Exclusivity Agreement required, among other things, Tronox and Venator to use their respective best efforts to negotiate a definitive agreement to sell the entirety of the National Titanium Dioxide Company Limited’s (“Cristal’s”) North American operations to Venator if a divestiture of all or a substantial part of these operations were required to secure the approval of the Federal Trade Commission for us to complete our acquisition of Cristal’s TiO 2 business. In June 2019, we denied Ventaor's claims and counterclaimed against Venator seeking to recover $400 million in damages from Venator that we suffered as a result of Venator’s breaches of the Exclusivity Agreement. Specifically, we alleged, among other things, that Venator’s failure to use best efforts constituted a material breach of the Exclusivity Agreement and directly resulted in and caused us to sell Cristal’s North American operations to an alternative buyer for $701 million, $400 million less than the price Venator had agreed to in the Exclusivity Agreement. Though we believe that our interpretation of the Exclusivity Agreement is correct, there can be no assurance that we will prevail in litigation. Western Australia Stamp Duty Matter . In May 2018, we lodged a pre-transaction determination request for a stamp duty exemption with the Western Australia Office of State Revenue (the “WA OSR”) in connection with our re-domicile transaction (the “Re-Domicile Transaction”) which was subsequently granted by the WA OSR in June 2018 on a preliminary basis. Immediately following the consummation of the Re-Domicile Transaction, we filed a confirmation request for the stamp duty exemption with the WA OSR. Following this confirmation request, we exchanged numerous communications with the WA OSR addressing questions raised and stating our position. In July 2021, the WA OSR informed us that they have reviewed their technical position on the applicability of the stamp duty exemption and have determined that such an exemption is disallowed based upon minor technicalities regarding the application of the governing set of rules. While the Company believe the rules were appropriately applied and will be successful in utilizing the exemption allowed, if an unfavorable ruling ultimately prevails it could result in a material charge to the financial statements. The Company is currently assessing its options with respect to this matter. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc | 6 Months Ended |
Jun. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc | 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, 2021 and 2020. Cumulative Pension Unrealized Total Balance, April 1, 2021 $ (557) $ (120) $ 9 $ (668) Other comprehensive income (loss) 45 (1) 1 45 Amounts reclassified from accumulated other comprehensive income — 1 (6) (5) Balance, June 30, 2021 $ (512) $ (120) $ 4 $ (628) Cumulative Pension Unrealized Total Balance, April 1, 2020 $ (644) $ (103) $ (82) $ (829) Other comprehensive income (loss) 16 (2) 40 54 Amounts reclassified from accumulated other comprehensive income — 1 6 7 Balance, June 30, 2020 $ (628) $ (104) $ (36) $ (768) The tables below present changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2021 and 2020. Cumulative Pension Unrealized Total Balance, January 1, 2021 $ (491) $ (120) $ 1 $ (610) Other comprehensive income (loss) 13 (2) 12 23 Amounts reclassified from accumulated other comprehensive income — 2 (9) (7) Acquisition of noncontrolling interest (34) — — (34) Balance, June 30, 2021 $ (512) $ (120) $ 4 $ (628) Cumulative Pension Unrealized Total Balance, January 1, 2020 $ (503) $ (104) $ 1 $ (606) Other comprehensive loss (125) (2) (48) (175) Amounts reclassified from accumulated other comprehensive income — 2 11 13 Balance, June 30, 2020 $ (628) $ (104) $ (36) $ (768) |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Restricted Share Units (“RSUs”) 2021 Grant - During the first and second quarters of 2021, the Company granted both time-based and performance-based awards to certain members of management and to members of the Board. A total of 627,513 of time-based awards were granted to management which will vest ratably over a three-year period ending March 5, 2024. A total of 56,304 of time-based awards were granted to members of the Board which will vest in May 2022. During the first and second quarters of 2021, a total of 611,726 of performance-based awards were granted, of which 305,863 of the awards vest based on a relative Total Shareholder Return ("TSR") calculation and 305,863 of the awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2024 based on the achievement against the target average company performance of three separate performance periods, commencing on January 1 of each 2021, 2022, and 2023 and ending on December 31 of each 2021, 2022 and 2023, for which, for each performance period, the performance metric is an average annual return on invested capital (ROIC) improvement versus 2020 ROIC. Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the Company's three-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market condition for which we used a Monte Carlo simulation to determine the weighted average grant date fair value of $28.95. The following weighted average assumptions were utilized to value the TSR grants: 2021 Dividend yield 1.56 % Expected historical volatility 71.1 % Risk free interest rate 0.17 % Expected life (in years) 3 The unrecognized compensation cost associated with all unvested awards at June 30, 2021 was $40 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of approximately 2.1 years. During the three months ended June 30, 2021 and 2020, we recorded $7 million and $2 million of stock compensation expense, respectively. During the six months ended June 30, 2021 and 2020, we recorded $16 million and $11 million of stock compensation expense, respectively. The six months ended June 30, 2021 includes the acceleration of approximately $2 million of stock compensation expense associated with the retirement agreement entered into with the former CEO on March 18, 2021. There were 148,062 options exercised during the six month periods ended June 30, 2021 with an intrinsic value of less than $1.0 million. Cash proceeds from the exercise of stock options was $3.0 million for the six months ended June 30, 2021. |
Pension and Other Postretiremen
Pension and Other Postretirement Healthcare Benefits | 6 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Healthcare Benefits | Pension and Other Postretirement Healthcare Benefits The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows: Pensions Pensions Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net periodic cost: Service cost $ 1 $ 2 $ 2 $ 3 Interest cost 3 4 7 9 Expected return on plan assets (6) (5) (13) (11) Net amortization of actuarial loss and prior service credit 1 1 2 2 Total net periodic cost $ (1) $ 2 $ (2) $ 3 The components of net periodic cost associated with our other postretirement healthcare plans were less than $1 million for each of the three months ended June 30, 2021 and 2020. The components of net periodic cost associated with our postretirement healthcare plans were $1 million for each of the six months ended June 30, 2021 and 2020. During the six months ended June 30, 2021, the Company made contributions to its pension plans of less than $1 million. The Company expects to make less than $5 million of pension contributions for the remainder of 2021. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Exxaro In connection with the Company’s acquisition in 2012 of Exxaro Resources Limited’s (“Exxaro”) mineral sands business, Exxaro was granted a “flip in” right such that following the occurrence of certain events, Exxaro could exercise a put option, or the Company could exercise a call option, whereby Exxaro exchanges its 26% shareholding in the Company’s South African operating subsidiaries which hold the Company’s material mining licenses (the “South African Subsidiaries Interest”) for an additional 7,246,035 of our ordinary shares. On November 26, 2018, the Company, certain of the Company’s subsidiaries and Exxaro entered into the Exxaro Mineral Sands Transaction Completion Agreement which amended the “flip in” rights granted to Exxaro to accelerate the occurrence of the “flip in” upon satisfaction of certain conditions, which have now been satisfied. On February 23, 2021, we exercised our call option to complete the “flip in” transaction, pursuant to which we issued to Exxaro 7,246,035 new ordinary shares of the Company in exchange for Exxaro’s South African Subsidiaries Interest. In addition, on March 1, 2021, Exxaro sold its entire share ownership in us, including the “flip-in” shares, totaling 21,975,315 ordinary shares in an underwritten public offering. Tasnee/Cristal On April 10, 2019, we announced the completion of the acquisition of the TiO 2 business of Cristal for $1.675 billion of cash, subject to a working capital and noncurrent liability adjustment, plus 37,580,000 ordinary shares. At June 30, 2021, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a wholly-owned subsidiary of Tasnee, continues to own 37,580,000 shares of Tronox, or a 24% ownership interest. In February 2020, Tronox and Cristal resolved the working capital and noncurrent liability adjustment by agreeing that no payment was required by either party. 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 90% 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 $322 million of AMIC indebtedness (the “AMIC Debt”). The AMIC Debt would remain outstanding debt of the SPV upon exercise of the Option. The Option may be exercised if the Slagger achieves certain production criteria related to sustained quality and tonnage of slag produced (the “Option Criteria”). Likewise, AMIC may require us to acquire the Slagger on the same terms if the Option Criteria are satisfied. Furthermore, pursuant to the Option Agreement and during its term, we agreed to lend AMIC and, upon the creation of the SPV, the SPV $125 million for capital expenditures and operational expenses intended to facilitate the start-up of the Slagger (the “Tronox Loans”). At June 30, 2021, we have lent AMIC the Tronox Loans maximum amount of $125 million. We have recorded the $125 million of total principal loan payments and related interest of $7 million within “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheet at June 30, 2021. The Option did not have a significant impact on the financial statements as of or for the periods ended June 30, 2021. On May 13, 2020 we amended the Option Agreement (the "First Amendment") with AMIC to address circumstances in which the Option Criteria cannot be satisfied. Pursuant to the First Amendment, Tronox has the right to acquire the SPV in exchange for (i) our forgiveness of the Tronox Loans principal and accrued interest thereon, and (ii) the SPV's assumption of $36 million of indebtedness plus accrued interest thereon lent by AMIC to the SPV. Under the First Amendment, the SPV would not assume any of the AMIC Debt. Additionally, on May 13, 2020, we amended a Technical Services Agreement that we had entered with AMIC on March 15, 2018, to add project management support services. Under this arrangement, AMIC and its consultants are still responsible for engineering and construction of the Slagger while we provide technical advice and project management services including supervision and management of third party consultants intended to satisfy the Option Criteria. As compensation for these services, Tronox receives a monthly management fee of approximately $1 million, which is recorded in “Other income (expense), net” within the unaudited Condensed Consolidated Statement of Operations and in “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet. The monthly management fee is subject to certain success incentives if and when the Slagger achieves the Option Criteria. Tronox recorded approximately $4 million and nil in "Other Income" for the six months ended June 30, 2021 and June 30, 2020, respectively in the unaudited Condensed Consolidated Statement of Operations. At June 30, 2021, Tronox had a receivable due from AMIC related to management fee of $1 million and that is recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet. At June 30, 2021 Tronox had a receivable due from Tasnee of $4 million recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet, which relates primarily to stamp duty taxes paid on behalf of Tasnee and activities pursuant to a transition services agreement. On December 29, 2019, we entered into an agreement with Cristal to acquire certain assets co-located at our Yanbu facility which produces metal grade TiCl 4 ("MGT"). Consideration for the acquisition is the assumption by Tronox of a $36 million note payable to Cristal (the "MGT Loan"). The MGT is used at a titanium "sponge" plant facility, 65% of the ownership interests of which are held by Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd ("ATTM"), a joint venture between AMIC and Toho Titanium Company Ltd. ATTM uses the TiCl 4 , which we supply by pipeline, for the production of titanium sponge, a precursor material used in the production of titanium metal. On December 17, 2020 we completed the MGT transaction. Repayment of the $36 million note payable is based on a fixed U.S. dollar per metric ton quantity of MGT delivered by us to ATTM over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement with ATTM and will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately five As a result of the transactions we have entered into related to the MGT assets, Tronox recorded $2 million for purchase of chlorine gas for each of the three months ended June 30, 2021 and June 30, 2020 from ATTM. During the six months ended June 30, 2021 and June 30, 2020, Tronox recorded $4 million and $3 million, respectively, for purchase of chlorine gas and such amounts are recorded in "Cost of goods sold" on the unaudited Condensed Consolidated Statement of Operations. The amount due to ATTM as of June 30, 2021 for the purchase of chlorine gas was $2 million and is recorded within “Accrued |
The Company (Policies)
The Company (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [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 for the year ended December 31, 2020. 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 of its financial position as of June 30, 2021, and its results of operations for the three and six months ended June 30, 2021 and 2020. 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, including any potential impacts on the economy as a result of the Covid-19 pandemic which could impact revenue growth and collectibility of trade receivables. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes. The standard simplifies the accounting for income taxes by removing the exceptions to the incremental approach for intraperiod tax allocation, the requirement to recognize deferred tax liability for equity method investments, the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020 with early adoption permitted. The adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements |
Fair Value | 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 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Net sales to external customers by geographic areas where our customers are located were as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 North America $ 194 $ 154 $ 363 $ 332 South and Central America 68 21 131 61 Europe, Middle-East and Africa 357 201 714 493 Asia Pacific 308 202 610 414 Total net sales $ 927 $ 578 $ 1,818 $ 1,300 Net sales from external customers for each similar type of product were as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 TiO 2 $ 740 $ 466 $ 1,436 $ 1,046 Zircon 121 68 244 133 Feedstock and other products 66 44 138 121 Total net sales $ 927 $ 578 $ 1,818 $ 1,300 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income before income taxes is comprised of the following: Three Months Ended Six Months Ended 2021 2020 2021 2020 Income tax provision $ (20) $ (10) $ (26) $ (16) Income before income taxes $ 97 $ 6 $ 129 $ 52 Effective tax rate 21 % 167 % 20 % 31 % |
Income Per Share (Tables)
Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Income (Loss) per Share | The computation of basic and diluted income per share for the periods indicated is as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator - Basic and Diluted: Net income (loss) $ 77 $ (4) $ 103 $ 36 Less: Net income attributable to noncontrolling interest 4 — 11 8 Net income (loss) available to ordinary shares $ 73 $ (4) $ 92 $ 28 Denominator - Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 153,557 143,465 150,361 143,080 Weighted-average ordinary shares, diluted (in thousands) 158,959 143,465 156,335 143,644 Basic net income (loss) per ordinary share $ 0.47 $ (0.03) $ 0.61 $ 0.19 Diluted net income (loss) per ordinary share $ 0.46 $ (0.03) $ 0.59 $ 0.19 |
Anti-Dilutive Shares Not Recognized in Diluted Net Income (Loss) per Share Calculation | Anti-dilutive shares not recognized in the diluted net income per share calculation for the three and six months ended June 30, 2021 and 2020 were as follows: Shares Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Options 533,877 1,208,055 574,480 1,208,055 Restricted share units 776 6,831,965 57,080 6,831,965 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, net consisted of the following: June 30, December 31, Raw materials $ 218 $ 170 Work-in-process 111 103 Finished goods, net 497 668 Materials and supplies, net 194 196 Inventories, net – current $ 1,020 $ 1,137 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net of Accumulated Depreciation | Property, plant and equipment, net of accumulated depreciation, consisted of the following: June 30, December 31, Land and land improvements $ 188 $ 189 Buildings 377 368 Machinery and equipment 2,268 2,197 Construction-in-progress 202 192 Other 83 86 Subtotal 3,118 3,032 Less: accumulated depreciation (1,386) (1,273) Property, plant and equipment, net $ 1,732 $ 1,759 |
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 Six Months Ended 2021 2020 2021 2020 Cost of goods sold $ 53 $ 52 $ 116 $ 109 Selling, general and administrative expenses 1 1 3 3 Total $ 54 $ 53 $ 119 $ 112 |
Mineral Leaseholds, Net (Tables
Mineral Leaseholds, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Extractive Industries [Abstract] | |
Mineral Leaseholds, Net of Accumulated Depletion | Mineral leaseholds, net of accumulated depletion, consisted of the following: June 30, 2021 December 31, 2020 Mineral leaseholds $ 1,347 $ 1,333 Less: accumulated depletion (552) (530) Mineral leaseholds, net $ 795 $ 803 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net of Accumulated Amortization | Intangible assets, net of accumulated amortization, consisted of the following: June 30, 2021 December 31, 2020 Gross Cost Accumulated Net Carrying Gross Cost Accumulated Net Carrying Customer relationships $ 291 $ (202) $ 89 $ 291 $ (193) $ 98 TiO 2 technology 93 (27) 66 93 (24) 69 Internal-use software and other 94 (43) 51 73 (39) 34 Intangible assets, net $ 478 $ (272) $ 206 $ 457 $ (256) $ 201 |
Finite-lived Intangible Assets Amortization Expense | 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 Six Months Ended 2021 2020 2021 2020 Cost of goods sold $ — $ — $ 1 $ 1 Selling, general and administrative expenses 8 7 15 16 Total $ 8 $ 7 $ 16 $ 17 |
Balance Sheet and Cash Flow S_2
Balance Sheet and Cash Flow Supplemental Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following: June 30, 2021 December 31, 2020 Employee-related costs and benefits $ 119 $ 133 Related party payables 2 7 Interest 20 21 Sales rebates 43 43 Restructuring 1 2 Taxes other than income taxes 23 16 Asset retirement obligations 6 9 Interest rate swaps 41 57 Other accrued liabilities 79 62 Accrued liabilities $ 334 $ 350 |
Additional Supplemental Cash Flow Information | Additional supplemental cash flow information for the six months ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020 is as follows: Six Months Ended June 30, Supplemental non cash information: 2021 2020 Financing activities - Acquisition of noncontrolling interest $ 125 $ — June 30, 2021 December 31, 2020 Capital expenditures acquired but not yet paid $ 35 $ 37 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [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 Annual Maturity June 30, 2021 December 31, 2020 Prior Term Loan Facility, net of unamortized discount (1) $ 2,150 Variable 9/22/2024 $ — $ 1,607 New Term Loan Facility, net of unamortized discount (1) (4) 1,300 Variable 3/11/2028 1,232 — Senior Notes due 2025 450 5.75 % 10/1/2025 — 450 Senior Notes due 2026 615 6.50 % 4/15/2026 — 615 Senior Notes due 2029 1,075 4.63 % 3/15/2029 1,075 — 6.5% Senior Secured Notes due 2025 500 6.50 % 5/1/2025 500 500 Standard Bank Term Loan Facility (1) (3) 222 Variable 3/25/2022 27 115 Tikon Loan (3) N/A Variable 5/23/2021 — 17 Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1 1 MGT Loan (2) 36 Variable Variable 34 36 Finance leases 14 15 Long-term debt 2,883 3,356 Less: Long-term debt due within one year (34) (58) Debt issuance costs (45) (35) Long-term debt, net $ 2,804 $ 3,263 _______________ (1) Average effective interest rate on the New Term Loan Facility of 4.6% during the six months ended June 30, 2021. Average effective interest rate on the Prior Term Loan Facility of 4.7% during the six months ended June 30, 2020. Average effective interest rate on the Standard Bank Term Loan Facility of 6.9% and 8.9% during the six months ended June 30, 2021 and 2020, respectively. (2) The MGT loan is a related party debt facility. Average effective interest rate on the MGT loan of 3.14% during the six months ended June 30, 2021. (3) During the six months ended June 30, 2021, the Company made three voluntary prepayments totaling R1,040 million (approximately $73 million at June 30, 2021 exchange rate) on the Standard Bank Term Loan Facility. During the six months ended June 30, 2021, the Company made a voluntary prepayment of CNY 41 million (approximately $6 million at June 30, 2021 exchange rate) on the Tikon Loan. Additionally, in April 2021, the Company repaid the remaining outstanding principal balance of CNY 70 million (approximately $11 million at June 30, 2021 exchange rate) on the Tikon loan. No prepayment penalties were required as a result of these principal prepayments. (4) During the three months ended June 30, 2021, the Company made two voluntary prepayments totaling $61 million on the New Term Loan Facility. As a result of these voluntary prepayments, the Company recorded $1 million in "Loss on extinguishment of debt" within the Condensed Consolidated Statement of Operations for the three months ended June 30, 2021. Additionally, in July 2021, the Company made a voluntary prepayment of $70 million on the New Term Loan Facility. No prepayment penalties were required as a result of these principal prepayments. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivatives Outstanding | The following table is a summary of the fair value of derivatives outstanding at June 30, 2021 and December 31, 2020: Fair Value June 30, 2021 December 31, 2020 Assets(a) Accrued Liabilities Assets(a) Accrued Liabilities Derivatives Designated as Cash Flow Hedges Currency Contracts $ 25 $ — $ 58 $ — Interest Rate Swaps $ — $ 41 $ — $ 57 Natural Gas Hedges $ 1 $ — $ — $ — Total Hedges $ 26 $ 41 $ 58 $ 57 Derivatives Not Designated as Cash Flow Hedges Currency Contracts $ — $ 1 $ 7 $ — Total Derivatives $ 26 $ 42 $ 65 $ 57 |
Schedule of Derivatives Instruments Impact on Statement of Operation | The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Operations: Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Revenue Cost of Goods Sold Other Income (Expense), net Revenue Cost of Goods Sold Other Income (Expense), net Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ — $ 2 $ — $ — $ 8 Derivatives Designated as Hedging Instruments Currency Contracts $ — $ 6 $ — $ (5) $ (1) $ — Total Derivatives $ — $ 6 $ 2 $ (5) $ (1) $ 8 Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Revenue Cost of Goods Sold Other Income (Expense), net Revenue Cost of Goods Sold Other Income (Expense), net Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ — $ 3 $ — $ — $ (8) Derivatives Designated as Hedging Instruments Currency Contracts $ — $ 10 $ — $ (6) $ (5) $ — Total Derivatives $ — $ 10 $ 3 $ (6) $ (5) $ (8) |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Debt and Derivative Contracts | The following table presents the fair value of our debt and derivative contracts at both June 30, 2021 and December 31, 2020: June 30, December 31, Prior Term Loan Facility $ — $ 1,610 New Term Loan Facility 1,232 — Standard Bank Term Loan Facility 27 115 Senior Notes due 2025 — 468 Senior Notes due 2026 — 641 Senior Notes due 2029 1,088 — 6.5% Senior Secured Notes due 2025 532 536 Tikon Loan — 17 Australian Government Loan 1 1 MGT Loan 34 36 Interest rate swaps 41 57 Foreign currency contracts, net 24 65 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Asset Retirement Obligation Disclosure [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 Six Months Ended 2021 2020 2021 2020 Beginning balance $ 163 $ 142 $ 166 $ 158 Additions 4 — 4 — Accretion expense 3 2 6 5 Remeasurement/translation 1 12 (3) (9) Settlements/payments (2) (1) (4) (3) Other acquisition and divestiture related — — — 4 Balance, June 30, $ 169 $ 155 $ 169 $ 155 June 30, 2021 December 31, 2020 Current portion included in “Accrued liabilities” $ 6 $ 9 Noncurrent portion included in “Asset retirement obligations” 163 157 Asset retirement obligations $ 169 $ 166 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Changes in Accumulated Other Comprehensive Loss by Component | The tables below present changes in accumulated other comprehensive loss by component for the three months ended June 30, 2021 and 2020. Cumulative Pension Unrealized Total Balance, April 1, 2021 $ (557) $ (120) $ 9 $ (668) Other comprehensive income (loss) 45 (1) 1 45 Amounts reclassified from accumulated other comprehensive income — 1 (6) (5) Balance, June 30, 2021 $ (512) $ (120) $ 4 $ (628) Cumulative Pension Unrealized Total Balance, April 1, 2020 $ (644) $ (103) $ (82) $ (829) Other comprehensive income (loss) 16 (2) 40 54 Amounts reclassified from accumulated other comprehensive income — 1 6 7 Balance, June 30, 2020 $ (628) $ (104) $ (36) $ (768) The tables below present changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2021 and 2020. Cumulative Pension Unrealized Total Balance, January 1, 2021 $ (491) $ (120) $ 1 $ (610) Other comprehensive income (loss) 13 (2) 12 23 Amounts reclassified from accumulated other comprehensive income — 2 (9) (7) Acquisition of noncontrolling interest (34) — — (34) Balance, June 30, 2021 $ (512) $ (120) $ 4 $ (628) Cumulative Pension Unrealized Total Balance, January 1, 2020 $ (503) $ (104) $ 1 $ (606) Other comprehensive loss (125) (2) (48) (175) Amounts reclassified from accumulated other comprehensive income — 2 11 13 Balance, June 30, 2020 $ (628) $ (104) $ (36) $ (768) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Weighted-Average Assumptions Utilized to Value Performance-Based Awards Based on Total Shareholder Return | The following weighted average assumptions were utilized to value the TSR grants: 2021 Dividend yield 1.56 % Expected historical volatility 71.1 % Risk free interest rate 0.17 % Expected life (in years) 3 |
Pension and Other Postretirem_2
Pension and Other Postretirement Healthcare Benefits (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Net Periodic Cost Associated with the U.S. and Foreign Pension Plans | The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows: Pensions Pensions Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net periodic cost: Service cost $ 1 $ 2 $ 2 $ 3 Interest cost 3 4 7 9 Expected return on plan assets (6) (5) (13) (11) Net amortization of actuarial loss and prior service credit 1 1 2 2 Total net periodic cost $ (1) $ 2 $ (2) $ 3 |
The Company (Details)
The Company (Details) | Jun. 30, 2021facility |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of titanium dioxide pigment facilities in which entity operates | 9 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 6 Months Ended | ||
Jun. 30, 2021USD ($)segment | Jun. 30, 2020 | Dec. 31, 2020USD ($) | |
Concentration Risk [Line Items] | |||
Contract asset | $ | $ 0 | $ 0 | |
Contract liability | $ | $ 1,000,000 | $ 4,000,000 | |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Ten Largest Third-party Customers | Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 28.00% | 33.00% |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 927 | $ 578 | $ 1,818 | $ 1,300 |
TiO2 | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 740 | 466 | 1,436 | 1,046 |
Zircon | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 121 | 68 | 244 | 133 |
Feedstock and other products | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 66 | 44 | 138 | 121 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 194 | 154 | 363 | 332 |
South and Central America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 68 | 21 | 131 | 61 |
Europe, Middle-East and Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 357 | 201 | 714 | 493 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 308 | $ 202 | $ 610 | $ 414 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ (20) | $ (10) | $ (26) | $ (16) |
Income before income taxes | $ 97 | $ 6 | $ 129 | $ 52 |
Effective tax rate | 21.00% | 167.00% | 20.00% | 31.00% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | |
U.K. | ||
Income Taxes [Abstract] | ||
Statutory tax rate | 19.00% | 19.00% |
Income Per Share - Computation
Income Per Share - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator – Basic and Diluted: | ||||||
Net income (loss) | $ 77 | $ 26 | $ (4) | $ 40 | $ 103 | $ 36 |
Less: Net income attributable to noncontrolling interest | 4 | 0 | 11 | 8 | ||
Net income (loss) attributable to Tronox Holdings plc | $ 73 | $ (4) | $ 92 | $ 28 | ||
Denominator – Basic and Diluted: | ||||||
Weighted average shares outstanding, basic (in thousands) (in shares) | 153,557 | 143,465 | 150,361 | 143,080 | ||
Weighted average shares outstanding, diluted (in thousands) (in shares) | 158,959 | 143,465 | 156,335 | 143,644 | ||
Earnings (loss) per share: | ||||||
Basic net income (loss) per ordinary share (in dollars per share) | $ 0.47 | $ (0.03) | $ 0.61 | $ 0.19 | ||
Diluted net income (loss) per ordinary share (in dollars per share) | $ 0.46 | $ (0.03) | $ 0.59 | $ 0.19 |
Income Per Share - Anti-Dilutiv
Income Per Share - Anti-Dilutive Shares Not Recognized in Diluted Net Income (Loss) per Share Calculation (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 533,877 | 1,208,055 | 574,480 | 1,208,055 |
Restricted share units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 776 | 6,831,965 | 57,080 | 6,831,965 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory, Net [Abstract] | ||
Raw materials | $ 218 | $ 170 |
Work-in-process | 111 | 103 |
Finished goods, net | 497 | 668 |
Materials and supplies, net | 194 | 196 |
Inventories, net – current | 1,020 | 1,137 |
Inventory obsolescence reserves | 44 | 41 |
Reserves for lower of cost or market and net realizable value | $ 12 | $ 29 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | $ 3,118 | $ 3,118 | $ 3,032 | ||
Less: accumulated depreciation | (1,386) | (1,386) | (1,273) | ||
Property, plant and equipment, net | 1,732 | 1,732 | 1,759 | ||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 54 | $ 53 | 119 | $ 112 | |
Cost of goods sold | |||||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 53 | 52 | 116 | 109 | |
Selling, general and administrative expenses | |||||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 1 | $ 1 | 3 | $ 3 | |
Land and land improvements | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | 188 | 188 | 189 | ||
Buildings | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | 377 | 377 | 368 | ||
Machinery and equipment | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | 2,268 | 2,268 | 2,197 | ||
Construction-in-progress | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | 202 | 202 | 192 | ||
Other | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | $ 83 | $ 83 | $ 86 |
Mineral Leaseholds, Net (Detail
Mineral Leaseholds, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Summary of minerals leaseholds, net of accumulated depletion [Abstract] | |||||
Mineral leaseholds | $ 1,347 | $ 1,347 | $ 1,333 | ||
Less: accumulated depletion | (552) | (552) | (530) | ||
Mineral leaseholds, net | 795 | 795 | $ 803 | ||
Depletion expense | $ 9 | $ 12 | $ 20 | $ 14 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross Cost | $ 478 | $ 478 | $ 457 | ||
Accumulated Amortization | (272) | (272) | (256) | ||
Net Carrying Amount | 206 | 206 | 201 | ||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 8 | $ 7 | 16 | $ 17 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
Remainder of 2021 | 16 | 16 | |||
2022 | 35 | 35 | |||
2023 | 33 | 33 | |||
2024 | 32 | 32 | |||
2025 | 32 | 32 | |||
Thereafter | 58 | 58 | |||
Cost of goods sold | |||||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 0 | 0 | 1 | 1 | |
Selling, general and administrative expenses | |||||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 8 | $ 7 | 15 | $ 16 | |
Customer relationships | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross Cost | 291 | 291 | 291 | ||
Accumulated Amortization | (202) | (202) | (193) | ||
Net Carrying Amount | 89 | 89 | 98 | ||
TiO2 technology | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross Cost | 93 | 93 | 93 | ||
Accumulated Amortization | (27) | (27) | (24) | ||
Net Carrying Amount | 66 | 66 | 69 | ||
Internal-use software and other | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross Cost | 94 | 94 | 73 | ||
Accumulated Amortization | (43) | (43) | (39) | ||
Net Carrying Amount | 51 | 51 | 34 | ||
Capitalized Software | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Net Carrying Amount | $ 41 | $ 41 | $ 19 |
Balance Sheet and Cash Flow S_3
Balance Sheet and Cash Flow Supplemental Information - Accrued Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Employee-related costs and benefits | $ 119 | $ 133 |
Related party payables | 2 | 7 |
Interest | 20 | 21 |
Sales rebates | 43 | 43 |
Restructuring | 1 | 2 |
Taxes other than income taxes | 23 | 16 |
Asset retirement obligations | 6 | 9 |
Interest rate swaps | 41 | 57 |
Other accrued liabilities | 79 | 62 |
Accrued liabilities | $ 334 | $ 350 |
Balance Sheet and Cash Flows Su
Balance Sheet and Cash Flows Supplemental Information - Additional Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental non cash information: | ||
Financing activities - Acquisition of noncontrolling interest | $ 125 | $ 0 |
Capital expenditures acquired but not yet paid | $ 35 | $ 37 |
Debt - Long-Term Debt, Net of U
Debt - Long-Term Debt, Net of Unamortized Discount and Debt Issuance Costs (Details) ¥ in Millions, R in Millions | Apr. 01, 2021USD ($) | Mar. 31, 2021USD ($) | Jul. 31, 2021USD ($) | Jun. 30, 2021USD ($)prepayment | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)prepayment | Jun. 30, 2021ZAR (R)prepayment | Jun. 30, 2021CNY (¥)prepayment | Jun. 30, 2020USD ($) | Apr. 30, 2021USD ($) | Apr. 30, 2021CNY (¥) | Mar. 15, 2021USD ($) | Mar. 11, 2021USD ($) | Dec. 31, 2020USD ($) |
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||||||||||||
Finance leases | $ 14,000,000 | $ 14,000,000 | $ 15,000,000 | |||||||||||
Long-term debt | 2,883,000,000 | 2,883,000,000 | 3,356,000,000 | |||||||||||
Less: Long-term debt due within one year | (34,000,000) | (34,000,000) | (58,000,000) | |||||||||||
Debt issuance costs | (45,000,000) | (45,000,000) | (35,000,000) | |||||||||||
Long-term debt, net | 2,804,000,000 | 2,804,000,000 | 3,263,000,000 | |||||||||||
Loss on extinguishment of debt | 23,000,000 | $ 0 | 57,000,000 | $ 0 | ||||||||||
Prior Term Loan Facility, net of unamortized discount | ||||||||||||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||||||||||||
Original Principal | 2,150,000,000 | 2,150,000,000 | ||||||||||||
Long-term debt, gross | 0 | 0 | 1,607,000,000 | |||||||||||
Average effective interest rate | 4.70% | |||||||||||||
New Term Loan Facility, net of unamortized discount | ||||||||||||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||||||||||||
Original Principal | 1,300,000,000 | 1,300,000,000 | ||||||||||||
Long-term debt, gross | $ 1,232,000,000 | $ 1,232,000,000 | $ 1,300,000,000 | 0 | ||||||||||
Average effective interest rate | 4.60% | 4.60% | 4.60% | |||||||||||
Number of voluntary prepayments | prepayment | 2 | |||||||||||||
Repayment of debt | $ 61,000,000 | |||||||||||||
Loss on extinguishment of debt | 1,000,000 | |||||||||||||
New Term Loan Facility, net of unamortized discount | Subsequent Event | ||||||||||||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||||||||||||
Repayment of debt | $ 70,000,000 | |||||||||||||
Senior Notes due 2025 | ||||||||||||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||||||||||||
Original Principal | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 | |||||||||||
Annual Interest Rate | 5.75% | 5.75% | ||||||||||||
Long-term debt, gross | $ 0 | $ 0 | 450,000,000 | |||||||||||
Loss on extinguishment of debt | $ 22,000,000 | |||||||||||||
Senior Notes due 2026 | ||||||||||||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||||||||||||
Original Principal | $ 615,000,000 | $ 615,000,000 | $ 615,000,000 | |||||||||||
Annual Interest Rate | 6.50% | 6.50% | ||||||||||||
Long-term debt, gross | $ 0 | $ 0 | 615,000,000 | |||||||||||
Loss on extinguishment of debt | $ 30,000,000 | |||||||||||||
Senior Notes due 2029 | ||||||||||||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||||||||||||
Original Principal | $ 1,075,000,000 | $ 1,075,000,000 | $ 1,075,000,000 | |||||||||||
Annual Interest Rate | 4.63% | 4.63% | 4.625% | |||||||||||
Long-term debt, gross | $ 1,075,000,000 | $ 1,075,000,000 | 0 | |||||||||||
6.5% Senior Secured Notes due 2025 | Senior Notes | ||||||||||||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||||||||||||
Original Principal | $ 500,000,000 | $ 500,000,000 | ||||||||||||
Annual Interest Rate | 6.50% | 6.50% | ||||||||||||
Long-term debt, gross | $ 500,000,000 | $ 500,000,000 | 500,000,000 | |||||||||||
Standard Bank Term Loan Facility | ||||||||||||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||||||||||||
Original Principal | 222,000,000 | 222,000,000 | ||||||||||||
Long-term debt, gross | 27,000,000 | $ 27,000,000 | 115,000,000 | |||||||||||
Average effective interest rate | 6.90% | 6.90% | 6.90% | 8.90% | ||||||||||
Number of voluntary prepayments | prepayment | 3 | 3 | 3 | |||||||||||
Repayment of debt | $ 73,000,000 | R 1,040 | ||||||||||||
Tikon Loan | ||||||||||||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||||||||||||
Long-term debt, gross | 0 | 0 | $ 11,000,000 | ¥ 70 | 17,000,000 | |||||||||
Repayment of debt | 6,000,000 | ¥ 41 | ||||||||||||
Australian Government Loan, net of unamortized discount | ||||||||||||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||||||||||||
Long-term debt, gross | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||
MGT Loan | ||||||||||||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||||||||||||
Long-term debt, gross | $ 34,000,000 | $ 34,000,000 | $ 36,000,000 | |||||||||||
Average effective interest rate | 3.14% | 3.14% | 3.14% |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Apr. 01, 2021 | Mar. 31, 2021 | Mar. 11, 2021 | Apr. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 15, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Abstract] | ||||||||||
Loss on extinguishment of debt | $ 23,000,000 | $ 0 | $ 57,000,000 | $ 0 | ||||||
New Term Loan Facility | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Debt instrument, term | 7 years | |||||||||
Long-term debt, gross | $ 1,300,000,000 | 1,232,000,000 | 1,232,000,000 | $ 0 | ||||||
Original principal | 1,300,000,000 | 1,300,000,000 | ||||||||
Loss on extinguishment of debt | 1,000,000 | |||||||||
Prior Term Loan Facility | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Long-term debt, gross | 0 | 0 | 1,607,000,000 | |||||||
Original principal | 2,150,000,000 | 2,150,000,000 | ||||||||
Repayments of debt | $ 313,000,000 | |||||||||
Senior Notes due 2029 | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Long-term debt, gross | 1,075,000,000 | 1,075,000,000 | 0 | |||||||
Original principal | $ 1,075,000,000 | $ 1,075,000,000 | $ 1,075,000,000 | |||||||
Interest rate | 4.63% | 4.63% | 4.625% | |||||||
Senior Notes due 2026 | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Long-term debt, gross | $ 0 | $ 0 | 615,000,000 | |||||||
Original principal | $ 615,000,000 | $ 615,000,000 | $ 615,000,000 | |||||||
Loss on extinguishment of debt | 30,000,000 | |||||||||
Interest rate | 6.50% | 6.50% | ||||||||
Amortization of debt premium | $ 21,000,000 | |||||||||
Senior Notes due 2025 | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Long-term debt, gross | $ 0 | $ 0 | $ 450,000,000 | |||||||
Original principal | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 | |||||||
Loss on extinguishment of debt | 22,000,000 | |||||||||
Interest rate | 5.75% | 5.75% | ||||||||
Amortization of debt premium | $ 19,000,000 | |||||||||
Minimum | New Term Loan Facility | Base Rate | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Basis spread on variable rate | 1.50% | |||||||||
Minimum | New Term Loan Facility | LIBOR | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Basis spread on variable rate | 2.50% | |||||||||
Maximum | New Term Loan Facility | Base Rate | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Basis spread on variable rate | 1.25% | |||||||||
Maximum | New Term Loan Facility | LIBOR | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Basis spread on variable rate | 2.25% | |||||||||
Revolving Credit Facility | New Revolving Facility | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Debt instrument, term | 5 years | |||||||||
Original principal | $ 350,000,000 | |||||||||
Drawn loan amount, percent of debt | 35.00% | |||||||||
Net leverage ratio benchmark | 4.75 | |||||||||
Loss on extinguishment of debt | $ 4,000,000 | |||||||||
Proceeds from issuance of debt | $ 25,000,000 | |||||||||
Revolving Credit Facility | New Revolving Facility | Base Rate | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Revolving Credit Facility | New Revolving Facility | LIBOR | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Basis spread on variable rate | 2.00% | |||||||||
Revolving Credit Facility | New Revolving Facility | Letter of Credit | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Maximum borrowing capacity | $ 125,000,000 | |||||||||
Revolving Credit Facility | Minimum | New Revolving Facility | Base Rate | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Basis spread on variable rate | 1.25% | |||||||||
Revolving Credit Facility | Minimum | New Revolving Facility | LIBOR | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Basis spread on variable rate | 2.25% | |||||||||
Revolving Credit Facility | Maximum | New Revolving Facility | Base Rate | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Basis spread on variable rate | 0.75% | |||||||||
Revolving Credit Facility | Maximum | New Revolving Facility | LIBOR | ||||||||||
Line of Credit Facility [Abstract] | ||||||||||
Basis spread on variable rate | 1.75% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Fair Value of Derivatives Outstanding (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | $ 26 | $ 65 |
Total derivatives, accrued liabilities at fair value | 42 | 57 |
Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 26 | 58 |
Total derivatives, accrued liabilities at fair value | 41 | 57 |
Prepaid and other current assets | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 26 | 65 |
Currency Contracts | Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 25 | 58 |
Total derivatives, accrued liabilities at fair value | 0 | 0 |
Currency Contracts | Derivatives Not Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 0 | 7 |
Total derivatives, accrued liabilities at fair value | 1 | 0 |
Interest Rate Swaps | Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 0 | 0 |
Total derivatives, accrued liabilities at fair value | 41 | 57 |
Natural Gas Hedges | Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 1 | 0 |
Total derivatives, accrued liabilities at fair value | $ 0 | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Impact on Statement of Operation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | ||||
Derivatives Designated as Hedging Instruments | ||||
Total Derivatives | $ 0 | $ (5) | $ 0 | $ (6) |
Cost of Goods Sold | ||||
Derivatives Designated as Hedging Instruments | ||||
Total Derivatives | 6 | (1) | 10 | (5) |
Other Income (Expense), net | ||||
Derivatives Designated as Hedging Instruments | ||||
Total Derivatives | 2 | 8 | 3 | (8) |
Currency Contracts | Revenue | ||||
Derivatives Not Designated as Hedging Instruments | ||||
Currency Contracts | 0 | 0 | 0 | 0 |
Derivatives Designated as Hedging Instruments | ||||
Currency Contracts | 0 | (5) | 0 | (6) |
Currency Contracts | Cost of Goods Sold | ||||
Derivatives Not Designated as Hedging Instruments | ||||
Currency Contracts | 0 | 0 | 0 | 0 |
Derivatives Designated as Hedging Instruments | ||||
Currency Contracts | 6 | (1) | 10 | (5) |
Currency Contracts | Other Income (Expense), net | ||||
Derivatives Not Designated as Hedging Instruments | ||||
Currency Contracts | 2 | 8 | 3 | (8) |
Derivatives Designated as Hedging Instruments | ||||
Currency Contracts | $ 0 | $ 0 | $ 0 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Narrative (Details) R in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021AUD ($) | Jun. 30, 2021ZAR (R) | Dec. 31, 2020USD ($) | Dec. 31, 2020AUD ($) | Dec. 31, 2020ZAR (R) | Jun. 30, 2019USD ($) | |
Derivative Financial Instruments [Abstract] | ||||||||||
Unrealized net income (loss) | $ (628,000,000) | $ (628,000,000) | $ (610,000,000) | |||||||
Interest expense (less than for 2020) | 36,000,000 | $ 47,000,000 | 86,000,000 | $ 92,000,000 | ||||||
Cash flow hedge loss to be reclassified to earnings within twelve months | 44,000,000 | |||||||||
Cash flow hedge loss to be reclassified to earnings remainder of the year | 27,000,000 | |||||||||
Accumulated other comprehensive loss | ||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||
Unrealized net income (loss) | 44,000,000 | 44,000,000 | 58,000,000 | |||||||
Interest Rate Swaps | ||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||
Notional amount | $ 750,000,000 | |||||||||
Interest expense (less than for 2020) | 4,000,000 | $ 0 | 8,000,000 | $ 0 | ||||||
Interest Rate Swaps | Accumulated other comprehensive loss | ||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||
Unrealized net income (loss) | (41,000,000) | (41,000,000) | (57,000,000) | |||||||
Australian Dollar Exchange Contract | ||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||
Notional amount | 170,000,000 | 170,000,000 | $ 227 | |||||||
Foreign Exchange Contract, South African Rand | Not Designated as Hedging Instrument | ||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||
Notional amount | $ 24,000,000 | $ 24,000,000 | R 338 | 25,000,000 | R 354 | |||||
Foreign Exchange Contract, Australian Dollars | Not Designated as Hedging Instrument | ||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||
Notional amount | $ 41,000,000 | $ 54 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Mar. 15, 2021 | Dec. 31, 2020 |
Interest Rate Swaps | Fair Value, Inputs, Level 2 | |||
Fair Value [Abstract] | |||
Fair value of derivative contracts | $ 41 | $ 57 | |
Currency Contracts | Fair Value, Inputs, Level 2 | |||
Fair Value [Abstract] | |||
Fair value of derivative contracts | 24 | 65 | |
Prior Term Loan Facility | Fair Value, Inputs, Level 1 | |||
Fair Value [Abstract] | |||
Fair value of debt | 0 | 1,610 | |
New Term Loan Facility | Fair Value, Inputs, Level 1 | |||
Fair Value [Abstract] | |||
Fair value of debt | 1,232 | 0 | |
Standard Bank Term Loan Facility | Fair Value, Inputs, Level 2 | |||
Fair Value [Abstract] | |||
Fair value of debt | $ 27 | 115 | |
Senior Notes due 2025 | |||
Fair Value [Abstract] | |||
Interest rate | 5.75% | ||
Senior Notes due 2025 | Fair Value, Inputs, Level 1 | |||
Fair Value [Abstract] | |||
Fair value of debt | $ 0 | 468 | |
Senior Notes due 2026 | |||
Fair Value [Abstract] | |||
Interest rate | 6.50% | ||
Senior Notes due 2026 | Fair Value, Inputs, Level 1 | |||
Fair Value [Abstract] | |||
Fair value of debt | $ 0 | 641 | |
Senior Notes due 2029 | |||
Fair Value [Abstract] | |||
Interest rate | 4.63% | 4.625% | |
Senior Notes due 2029 | Fair Value, Inputs, Level 1 | |||
Fair Value [Abstract] | |||
Fair value of debt | $ 1,088 | 0 | |
6.5% Senior Secured Notes due 2025 | Senior Notes | |||
Fair Value [Abstract] | |||
Interest rate | 6.50% | ||
6.5% Senior Secured Notes due 2025 | Fair Value, Inputs, Level 1 | |||
Fair Value [Abstract] | |||
Fair value of debt | $ 532 | 536 | |
Tikon Loan | Fair Value, Inputs, Level 2 | |||
Fair Value [Abstract] | |||
Fair value of debt | 0 | 17 | |
Australian Government Loan | Fair Value, Inputs, Level 2 | |||
Fair Value [Abstract] | |||
Fair value of debt | 1 | 1 | |
MGT Loan | Fair Value, Inputs, Level 2 | |||
Fair Value [Abstract] | |||
Fair value of debt | $ 34 | $ 36 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||||
Beginning balance | $ 163 | $ 142 | $ 166 | $ 158 | |
Additions | 4 | 0 | 4 | 0 | |
Accretion expense | 3 | 2 | 6 | 5 | |
Remeasurement/translation | 1 | 12 | (3) | (9) | |
Settlements/payments | (2) | (1) | (4) | (3) | |
Other acquisition and divestiture related | 0 | 0 | 0 | 4 | |
Ending balance | 169 | 155 | 169 | 155 | |
Asset retirement obligations [Abstract] | |||||
Current portion included in “Accrued liabilities” | 6 | 6 | $ 9 | ||
Noncurrent portion included in “Asset retirement obligations” | 163 | 163 | 157 | ||
Asset retirement obligations | $ 169 | $ 155 | $ 169 | $ 155 | $ 166 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | May 01, 2019 | Jun. 30, 2019 | May 31, 2019 | Jun. 30, 2021 |
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract] | ||||
Remainder of 2021 | $ 142 | |||
2022 | 94 | |||
2023 | 66 | |||
2024 | 57 | |||
2025 | 44 | |||
Thereafter | 136 | |||
Commitments and Contingencies [Abstract] | ||||
Loss contingency | 64 | |||
Provision for Hawkins Point Plant | 60 | |||
Venator Materials PLC VS. Tronox Limited | ||||
Commitments and Contingencies [Abstract] | ||||
Damages sought | $ 400 | |||
Cristal, North America TiO2 Business | Discontinued Operations, Disposed of by Sale | ||||
Commitments and Contingencies [Abstract] | ||||
Proceeds from divestiture of businesses | $ 701 | |||
Venator Materials PLC | Venator Materials PLC VS. Tronox Limited | ||||
Commitments and Contingencies [Abstract] | ||||
Damages sought | $ 75 | |||
Letters of Credit | ||||
Commitments and Contingencies [Abstract] | ||||
Loss contingency | 32 | |||
Bank Guarantees | ||||
Commitments and Contingencies [Abstract] | ||||
Loss contingency | $ 32 |
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, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance, beginning of period | $ 1,857 | $ 1,871 | $ 679 | $ 1,871 | $ 916 |
Acquisition of noncontrolling interest | 0 | ||||
Balance, end of period | 1,976 | 1,857 | 728 | 1,976 | 728 |
Accumulated Other Comprehensive Loss | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance, beginning of period | (668) | (610) | (829) | (610) | (606) |
Other comprehensive income (loss) | 45 | 54 | 23 | (175) | |
Amounts reclassified from accumulated other comprehensive income | (5) | 7 | (7) | 13 | |
Acquisition of noncontrolling interest | 34 | (34) | |||
Balance, end of period | (628) | (668) | (768) | (628) | (768) |
Cumulative Translation Adjustment | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance, beginning of period | (557) | (491) | (644) | (491) | (503) |
Other comprehensive income (loss) | 45 | 16 | 13 | (125) | |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 | |
Acquisition of noncontrolling interest | (34) | ||||
Balance, end of period | (512) | (557) | (628) | (512) | (628) |
Pension Liability Adjustment | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance, beginning of period | (120) | (120) | (103) | (120) | (104) |
Other comprehensive income (loss) | (1) | (2) | (2) | (2) | |
Amounts reclassified from accumulated other comprehensive income | 1 | 1 | 2 | 2 | |
Acquisition of noncontrolling interest | 0 | ||||
Balance, end of period | (120) | (120) | (104) | (120) | (104) |
Unrealized Gains (Losses) on Hedges | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance, beginning of period | 9 | 1 | (82) | 1 | 1 |
Other comprehensive income (loss) | 1 | 40 | 12 | (48) | |
Amounts reclassified from accumulated other comprehensive income | (6) | 6 | (9) | 11 | |
Acquisition of noncontrolling interest | 0 | ||||
Balance, end of period | $ 4 | $ 9 | $ (36) | $ 4 | $ (36) |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)performancePeriod$ / sharesshares | Jun. 30, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense for all nonvested awards, adjusted for estimated forfeitures | $ | $ 40 | $ 40 | ||
Weighted average period of recognition for unrecognized compensation expense | 2 years 1 month 6 days | |||
Accelerated stock compensation expense | $ | $ 2 | |||
Options exercised in period (in shares) | 148,062 | |||
Options, exercises in period, intrinsic value | $ | $ 1 | |||
Proceeds from stock options exercised | $ | 3 | $ 0 | ||
Restricted share units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ | $ 7 | $ 2 | $ 16 | $ 11 |
Restricted Share Units (RSUs), Time-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Restricted Share Units (RSUs), Time-Based Awards | Management | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 627,513 | |||
Restricted Share Units (RSUs), Time-Based Awards | Board Members | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 56,304 | |||
Restricted Share Units (RSUs), Performance-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 611,726 | |||
Restricted Share Units (RSUs), Performance-Based Awards | Share-based Payment Arrangement, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 305,863 | |||
Award performance period | 3 years | |||
Grant date fair value (in dollars per share) | $ / shares | $ 28.95 | |||
Restricted Share Units (RSUs), Performance-Based Awards | Share-based Payment Arrangement, Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 305,863 | |||
Number of performance periods | performancePeriod | 3 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted-Average Assumptions Utilized to Value Performance-Based Awards Based on Total Shareholder Return (Details) - Restricted Share Units (RSUs), Performance-Based Awards - Share-based Payment Arrangement, Tranche One | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 1.56% |
Expected historical volatility | 71.10% |
Risk free interest rate | 0.17% |
Expected life (in years) | 3 years |
Pension and Other Postretirem_3
Pension and Other Postretirement Healthcare Benefits (Details) - Pensions - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net periodic cost: | ||||
Service cost | $ 1 | $ 2 | $ 2 | $ 3 |
Interest cost | 3 | 4 | 7 | 9 |
Expected return on plan assets | (6) | (5) | (13) | (11) |
Net amortization of actuarial loss and prior service credit | 1 | 1 | 2 | 2 |
Total net periodic cost | $ (1) | $ 2 | $ (2) | $ 3 |
Pension and Other Postretirem_4
Pension and Other Postretirement Healthcare Benefits - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Other Postretirement Benefit Plans | ||||
Multiemployer Plans [Abstract] | ||||
Net periodic benefit cost | $ 1 | $ 1 | $ 1 | $ 1 |
Pensions | ||||
Multiemployer Plans [Abstract] | ||||
Net periodic benefit cost | (1) | 2 | (2) | 3 |
Employer contributions (less than) | 1 | |||
Expected future employer contributions, remainder of fiscal year (less than) | 5 | 5 | ||
Pensions | Netherlands | Cost of goods sold | ||||
Multiemployer Plans [Abstract] | ||||
Multiemployer contribution amount | $ 2 | $ 1 | $ 3 | $ 2 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Mar. 01, 2021 | Feb. 23, 2021 | Apr. 10, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 17, 2020 | Dec. 29, 2019 | May 09, 2018 |
Related Parties [Abstract] | ||||||||||||
Shares owned (in shares) | 153,588,540 | 153,588,540 | 153,588,540 | 143,557,479 | ||||||||
Other income (expense), net | $ 4,000,000 | $ 2,000,000 | $ (6,000,000) | $ 11,000,000 | ||||||||
Prepaid and other assets | 171,000,000 | 171,000,000 | $ 171,000,000 | $ 200,000,000 | ||||||||
MGT Loan | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Notes payable | 34,000,000 | 34,000,000 | 34,000,000 | $ 36,000,000 | ||||||||
Notes payable, current | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | |||||||||
Minimum | MGT Loan | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Debt instrument, term | 5 years | |||||||||||
Maximum | MGT Loan | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Debt instrument, term | 7 years | |||||||||||
Cristal's Titanium Dioxide Business | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Ownership percentage | 24.00% | 24.00% | 24.00% | |||||||||
Cash consideration for acquisition | $ 1,675,000,000 | |||||||||||
Number of ordinary shares to be issued for acquisition (in shares) | 37,580,000 | |||||||||||
Shares owned (in shares) | 37,580,000 | 37,580,000 | 37,580,000 | |||||||||
Slagger | Advanced Metal Industries Cluster Company Limited | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Ownership percentage | 90.00% | |||||||||||
Loan commitment | $ 322,000,000 | |||||||||||
Loan made | $ 125,000,000 | $ 125,000,000 | $ 125,000,000 | |||||||||
Slagger | Advanced Metal Industries Cluster Company Limited | Other long-term assets | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Interest receivable | $ 7,000,000 | $ 7,000,000 | $ 7,000,000 | |||||||||
Exxaro | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 21,975,315 | 7,246,035 | ||||||||||
Exxaro | South African Subsidiaries | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Ownership percentage | 26.00% | 26.00% | 26.00% | |||||||||
Affiliated Entity | Option Agreement, Amounts to be Reimbursed for Capital Expenditures and Operational Expenses | AMIC | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Amounts receivable from related party | $ 125,000,000 | |||||||||||
Amount loaned to related parties | $ 36,000,000 | |||||||||||
Affiliated Entity | Amended Options Agreement, Second Option, Loan Amount Forgiven | AMIC | Maximum | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Related party transaction amount | 125,000,000 | |||||||||||
Affiliated Entity | Amended Technical Services Agreement, Monthly Management Fee | AMIC | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Revenue from related party | 1,000,000 | |||||||||||
Other income (expense), net | $ 4,000,000 | 0 | ||||||||||
Prepaid and other assets | $ 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Affiliated Entity | Purchase of Chlorine Gas | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Purchases from related party | 2,000,000 | 2,000,000 | 4,000,000 | 3,000,000 | ||||||||
Affiliated Entity | Purchase of Chlorine Gas | Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Amount due to related party | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||
Affiliated Entity | Receivable from TiCl4 Product Sales | AMIC | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Receivable due from related parties | 9,000,000 | 9,000,000 | 9,000,000 | |||||||||
Affiliated Entity | Advanced Metal Industries Cluster Company Limited | Acquisition of Assets Producing Metal Grade TiCl4 | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Notes receivable, related parties | $ 36,000,000 | |||||||||||
Affiliated Entity | Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | Acquisition of Assets Producing Metal Grade TiCl4 | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Ownership percentage | 65.00% | |||||||||||
Tasnee | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Receivable due from related parties | 4,000,000 | 4,000,000 | $ 4,000,000 | |||||||||
MGT | ||||||||||||
Related Parties [Abstract] | ||||||||||||
Revenue from related party | $ 9,000,000 | $ 7,000,000 | $ 19,000,000 | $ 13,000,000 |