Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 $0.01 per share | |
Security Exchange Name | NYSE | |
Trading Symbol | TROX | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 156,728,124 | |
Entity Central Index Key | 0001530804 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 708 | $ 965 |
Cost of goods sold | 575 | 733 |
Gross profit | 133 | 232 |
Selling, general and administrative expenses | 71 | 78 |
Venator settlement | 0 | 85 |
Income from operations | 62 | 69 |
Interest expense | (33) | (32) |
Interest income | 3 | 2 |
Loss on extinguishment of debt | 0 | (1) |
Other income (expense), net | 2 | (4) |
Income before income taxes | 34 | 34 |
Income tax provision | (9) | (18) |
Net income | 25 | 16 |
Net income attributable to noncontrolling interest | 2 | 0 |
Net income attributable to Tronox Holdings plc | $ 23 | $ 16 |
Earnings per share: | ||
Basic (in dollars per share) | $ 0.15 | $ 0.10 |
Diluted (in dollars per share) | $ 0.15 | $ 0.10 |
Weighted average shares outstanding, basic (in thousands) (in shares) | 155,175 | 154,629 |
Weighted average shares outstanding, diluted (in thousands) (in shares) | 156,641 | 159,577 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 25 | $ 16 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (13) | 70 |
Pension and postretirement plans: | ||
Actuarial losses, (net of tax benefit of $1 million in the three months ended March 31, 2023 and nil in the three months ended March 31, 2022) | 1 | 0 |
Amortization of unrecognized actuarial losses, (net of tax benefit of nil in the three months ended March 31, 2023 and less than $1 million in the three months ended March 31, 2022) | 0 | 1 |
Total pension and postretirement loss | 1 | 1 |
Realized (gains) losses on derivatives reclassified from accumulated other comprehensive loss to the Condensed Consolidated Statement of Income (net of tax benefit of $1 million and net of tax expense of $1 million in the three months ended March 31, 2023 and 2022, respectively) | 3 | (11) |
Unrealized (losses) gains on derivative financial instruments, (net of tax benefit of $2 million for the three months ended March 31, 2023 and a net of tax expense of $4 million for the three months ended March 31, 2022, respectively) - See Note 12 | (6) | 49 |
Other comprehensive (loss) income | (15) | 109 |
Total comprehensive income | 10 | 125 |
Comprehensive income attributable to noncontrolling interest: | ||
Net income | 2 | 0 |
Foreign currency translation adjustments | 2 | 8 |
Comprehensive income attributable to noncontrolling interest | 4 | 8 |
Comprehensive income attributable to Tronox Holdings plc | $ 6 | $ 117 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Actuarial losses, tax expense (benefit) | $ (1,000,000) | $ 0 |
Amortization of unrecognized actuarial losses, tax benefit (less than) | 0 | 1,000,000 |
Realized (gains) losses on derivative instruments, tax expense (benefit) (less than) | 1,000,000 | 1,000,000 |
Unrealized (losses) gains on derivative instruments, tax expense (benefit) | $ (2,000,000) | $ 4,000,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 115 | $ 164 |
Accounts receivable (net of allowance for credit losses of $4 million and $4 million as of March 31, 2023 and December 31, 2022, respectively) | 411 | 377 |
Inventories, net | 1,359 | 1,278 |
Prepaid and other assets | 134 | 135 |
Income taxes receivable | 5 | 6 |
Total current assets | 2,024 | 1,960 |
Noncurrent Assets | ||
Property, plant and equipment, net | 1,820 | 1,830 |
Mineral leaseholds, net | 683 | 701 |
Intangible assets, net | 249 | 250 |
Lease right of use assets, net | 138 | 136 |
Deferred tax assets | 1,243 | 1,233 |
Other long-term assets | 202 | 196 |
Total assets | 6,359 | 6,306 |
Current Liabilities | ||
Accounts payable | 410 | 486 |
Accrued liabilities | 263 | 252 |
Short-term lease liabilities | 22 | 20 |
Short-term debt | 176 | 50 |
Long-term debt due within one year | 24 | 24 |
Income taxes payable | 20 | 18 |
Total current liabilities | 915 | 850 |
Noncurrent Liabilities | ||
Long-term debt, net | 2,458 | 2,464 |
Pension and postretirement healthcare benefits | 91 | 89 |
Asset retirement obligations | 151 | 153 |
Environmental liabilities | 50 | 51 |
Long-term lease liabilities | 110 | 110 |
Deferred tax liabilities | 152 | 153 |
Other long-term liabilities | 33 | 33 |
Total liabilities | 3,960 | 3,903 |
Commitments and Contingencies - Note 15 | ||
Shareholders’ Equity | ||
Tronox Holdings plc ordinary shares, par value $0.01 — 156,717,050 shares issued and outstanding at March 31, 2023 and 154,496,923 shares issued and outstanding at December 31, 2022 | 2 | 2 |
Capital in excess of par value | 2,049 | 2,043 |
Retained earnings | 1,083 | 1,080 |
Accumulated other comprehensive loss | (785) | (768) |
Total Tronox Holdings plc shareholders’ equity | 2,349 | 2,357 |
Noncontrolling interest | 50 | 46 |
Total equity | 2,399 | 2,403 |
Total liabilities and equity | $ 6,359 | $ 6,306 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Accounts receivable, allowance for credit loss | $ 4 | $ 4 |
Shareholders’ Equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 156,717,050 | 154,496,923 |
Common stock, shares outstanding (in shares) | 156,717,050 | 154,496,923 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 25 | $ 16 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 71 | 68 |
Deferred income taxes | (1) | 4 |
Share-based compensation expense | 6 | 7 |
Amortization of deferred debt issuance costs and discount on debt | 2 | 2 |
Loss on extinguishment of debt | 0 | 1 |
Venator settlement | 0 | 85 |
Other non-cash items affecting net income | 16 | 2 |
Changes in assets and liabilities: | ||
Increase in accounts receivable, net of allowance for credit losses | (41) | (11) |
(Increase) decrease in inventories, net | (83) | 21 |
Decrease (increase) in prepaid and other assets | 2 | (17) |
(Decrease) increase in accounts payable and accrued liabilities | (68) | 18 |
Net changes in income tax payables and receivables | 2 | 7 |
Changes in other non-current assets and liabilities | (10) | (14) |
Cash (used in) provided by operating activities | (79) | 189 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (93) | (103) |
Proceeds from sale of assets | 2 | 1 |
Cash used in investing activities | (91) | (102) |
Cash Flows from Financing Activities: | ||
Repayments of short-term debt | (26) | 0 |
Repayments of long-term debt | (4) | (3) |
Proceeds from short-term debt | 152 | 0 |
Repurchase of common stock | 0 | (25) |
Dividends paid | (2) | (1) |
Cash provided by (used in) financing activities | 120 | (29) |
Effects of exchange rate changes on cash and cash equivalents | 1 | 6 |
Net (decrease) increase in cash and cash equivalents | (49) | 64 |
Cash and cash equivalents at beginning of period | 164 | 232 |
Cash and cash equivalents at end of period | 115 | 296 |
Supplemental cash flow information: | ||
Interest paid, net | 34 | 34 |
Income taxes paid | $ 7 | $ 7 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Total | Total Tronox Holdings plc Shareholders’ Equity | Tronox Holdings plc 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, 2021 | 153,935,000 | ||||||
Beginning balance at Dec. 31, 2021 | $ 2,042 | $ 1,994 | $ 2 | $ 2,067 | $ 663 | $ (738) | $ 48 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 16 | 16 | 16 | ||||
Other comprehensive (loss) income | 109 | 101 | 101 | 8 | |||
Share-based compensation (in shares) | 3,254,000 | ||||||
Share-based compensation | 7 | 7 | 7 | ||||
Shares cancelled (in shares) | (9,000) | ||||||
Shares cancelled | 0 | ||||||
Options exercised (in shares) | 3,000 | ||||||
Options exercised | 0 | ||||||
Shares repurchased and cancelled (in shares) | (1,386,000) | ||||||
Shares repurchased and cancelled | (25) | (25) | (25) | ||||
Ordinary share dividends | (20) | (20) | (20) | ||||
Balance, end of period (in shares) at Mar. 31, 2022 | 155,797,000 | ||||||
Ending balance at Mar. 31, 2022 | $ 2,129 | 2,073 | $ 2 | 2,049 | 659 | (637) | 56 |
Balance, beginning of period (in shares) at Dec. 31, 2022 | 154,496,923 | 154,497,000 | |||||
Beginning balance at Dec. 31, 2022 | $ 2,403 | 2,357 | $ 2 | 2,043 | 1,080 | (768) | 46 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 25 | 23 | 23 | 2 | |||
Other comprehensive (loss) income | (15) | (17) | (17) | 2 | |||
Share-based compensation (in shares) | 2,221,000 | ||||||
Share-based compensation | 6 | 6 | 6 | ||||
Shares cancelled (in shares) | (1,000) | ||||||
Shares cancelled | 0 | ||||||
Ordinary share dividends | $ (20) | (20) | (20) | ||||
Balance, end of period (in shares) at Mar. 31, 2023 | 156,717,050 | 156,717,000 | |||||
Ending balance at Mar. 31, 2023 | $ 2,399 | $ 2,349 | $ 2 | $ 2,049 | $ 1,083 | $ (785) | $ 50 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Ordinary share dividends (in dollars per share) | $ 0.125 | $ 0.125 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2023 | |
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 and South Africa 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. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO 2 at our nine TiO 2 pigment facilities located 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, pig iron and the rare-earth bearing mineral, monazite, 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, 2022. 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 March 31, 2023, and its results of operations for the three months ended March 31, 2023 and 2022. 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. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. 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, among other things, any potential impacts on the economy as a result of macroeconomic conditions, inflationary pressures, political instability, and supply chain disruptions. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform Financial Reporting”. This amendment is elective in nature. Amongst other aspects, this standard provides for practical expedients and exceptions to current accounting standards that reference a rate which is expected to be dissolved (e.g., London Interbank Offered Rate “LIBOR”) as it relates to hedge accounting, contract modifications and other transactions that reference this rate, subject to meeting certain criteria. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, which defers the sunset date of ASC 848, Reference Rate Reform, from December 31, 2022 to December 31, 2024. ASU 2022-06 is effective immediately for all entities. We have conducted an internal assessment to identify items that would be impacted as a result of the dissolution of LIBOR. Based upon this assessment, we have determined that this change will be most impactful to our intercompany debt |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
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" in the unaudited Condensed Consolidated Balance Sheets. As of March 31, 2023, and December 31, 2022, 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 both March 31, 2023 and December 31, 2022 were less than $1 million. Contract liability balances were reported as “Accounts payable” in the unaudited Condensed Consolidated Balance Sheets. All material contract liabilities as of December 31, 2022 were recognized as revenue in “Net sales” in the unaudited Condensed Consolidated Statements of Income during the first quarter of 2023. 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 March 31, 2023 2022 North America $ 189 $ 195 South and Central America 42 67 Europe, Middle-East and Africa 282 377 Asia Pacific 195 326 Total net sales $ 708 $ 965 Net sales from external customers for each similar type of product were as follows: Three Months Ended March 31, 2023 2022 TiO 2 $ 560 $ 773 Zircon 72 108 Feedstock and other products 76 84 Total net sales $ 708 $ 965 Feedstock and other products mainly include pig iron, TiCl 4 and other mining products. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 Income tax (provision) benefit $ (9) $ (18) Income before income taxes $ 34 $ 34 Effective tax rate 26 % 53 % Tronox Holdings plc, a U.K. public limited company is the parent company for the business group, and the statutory tax rate in the U.K. at both March 31, 2023 and 2022 was 19%. The statutory rate in the U.K. will change to 25% effective April 1, 2023 and a weighted average of 23.5% will be applied for the full year 2023. The effective tax rates for both the three months ended March 31, 2023 and 2022 are impacted 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. The effective tax rate for the three months ended March 31, 2022 was significantly impacted by the non-deductible Venator settlement, related interest expense from the Venator settlement in a jurisdiction with a full valuation allowance, and a $7 million deferred tax benefit from statutory tax rate changes in two foreign jurisdictions. 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 Switzerland and the United Kingdom, as we cannot objectively assert that these deferred tax assets are more likely than not to be realized. 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 Australia, South Africa and the United States. The Company currently has no uncertain tax positions recorded. 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 Numerator - Basic and Diluted: Net income $ 25 $ 16 Less: Net income attributable to noncontrolling interest 2 — Net income available to ordinary shares $ 23 $ 16 Denominator - Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 155,175 154,629 Weighted-average ordinary shares, diluted (in thousands) 156,641 159,577 Basic net income per ordinary share $ 0.15 $ 0.10 Diluted net income per ordinary share $ 0.15 $ 0.10 Net income per ordinary share amounts were calculated from exact, not rounded net income and share information. Anti-dilutive shares not recognized in the diluted net income per share calculation for the three months ended March 31, 2023 and 2022 were as follows: Shares Three Months Ended March 31, 2023 2022 Options 265,376 408,641 Restricted share units 2,798,108 1,029,052 |
Accounts Receivable Securitizat
Accounts Receivable Securitization Program | 3 Months Ended |
Mar. 31, 2023 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization Program | Accounts Receivable Securitization Program On March 15, 2022, the Company entered into an accounts receivable securitization program (“Securitization Facility”) with a financial institution ("Purchaser"), through our wholly owned special purpose bankruptcy-remote subsidiary Tronox Securitization LLC (“ SPE”) which was amended in November 2022. As the Company does not maintain effective control over the sold receivables, we derecognize the sold receivables from our Condensed Consolidated Balance Sheet and classify the cash proceeds as source of cash from operating activities in our Condensed Consolidated Statement of Cash Flows. The program is structured on a revolving basis under which cash collections from receivables are used to fund additional purchases of receivables at 100% face value, not to exceed the facility limit. As of March 31, 2023 and December 31, 2022, the total value of accounts receivables sold under the Securitization Facility and derecognized from the Company's Condensed Consolidated Balance Sheet was $117 million and $123 million, respectively. Additionally, at March 31, 2023 and December 31, 2022, we retained approximately $99 million and $69 million of unsold receivables which we pledged as collateral for the sold receivables. The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods: Three Months Ended March 31, 2023 2022 Cash proceeds from collections reinvested in the program $ 144 $ 28 Incremental accounts receivables sold 138 103 Fees incurred 1 2 — 1 Fees due to the Purchaser are recorded in "Other income (expense), net" in our Condensed Consolidated Statement of Income. |
Inventories, Net
Inventories, Net | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net Inventories, net consisted of the following: March 31, 2023 December 31, 2022 Raw materials $ 284 $ 261 Work-in-process 144 125 Finished goods, net 691 641 Materials and supplies, net 240 251 Inventories, net – current $ 1,359 $ 1,278 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 March 31, 2023 and December 31, 2022, inventory obsolescence reserves primarily for materials and supplies were $43 million and $42 million, respectively. Reserves for lower of cost or market and net realizable value were $24 million and $27 million at March 31, 2023 and December 31, 2022, respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, 2023 December 31, 2022 Land and land improvements $ 229 $ 226 Buildings 425 390 Machinery and equipment 2,450 2,330 Construction-in-progress 237 370 Other 58 62 Subtotal 3,399 3,378 Less: accumulated depreciation (1,579) (1,548) Property, plant and equipment, net $ 1,820 $ 1,830 Substantially all of the property, plant and equipment, net is pledged as collateral for our debt. See Note 11. 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 Income: Three Months Ended March 31, 2023 2022 Cost of goods sold $ 54 $ 51 Selling, general and administrative expenses 1 1 Total $ 55 $ 52 |
Mineral Leaseholds, Net
Mineral Leaseholds, Net | 3 Months Ended |
Mar. 31, 2023 | |
Extractive Industries [Abstract] | |
Mineral Leaseholds, Net | Mineral Leaseholds, Net Mineral leaseholds, net of accumulated depletion, consisted of the following: March 31, 2023 December 31, 2022 Mineral leaseholds $ 1,269 $ 1,282 Less: accumulated depletion (586) (581) Mineral leaseholds, net $ 683 $ 701 |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net of accumulated amortization, consisted of the following: March 31, 2023 December 31, 2022 Gross Cost Accumulated Net Carrying Gross Cost Accumulated Net Carrying Customer relationships $ 291 $ (236) $ 55 $ 291 $ (231) $ 60 TiO 2 technology 93 (39) 54 93 (37) 56 Internal-use software and other 186 (46) 140 179 (45) 134 Intangible assets, net $ 570 $ (321) $ 249 $ 563 $ (313) $ 250 As of March 31, 2023 and December 31, 2022, internal-use software included approximately $111 million and $106 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 Income: Three Months Ended March 31, 2023 2022 Cost of goods sold $ 1 $ — Selling, general and administrative expenses 7 8 Total $ 8 $ 8 Estimated future amortization expense related to intangible assets is $23 million for the remainder of 2023, $42 million for 2024, $41 million for 2025, $23 million for 2026, $21 million for 2027 and $99 million thereafter. |
Balance Sheet and Cash Flow Sup
Balance Sheet and Cash Flow Supplemental Information | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Balance Sheet and Cash Flow Supplemental Information | Balance Sheet and Cash Flow Supplemental Information Accrued liabilities consisted of the following: March 31, 2023 December 31, 2022 Employee-related costs and benefits $ 94 $ 107 Related party payables 30 15 Interest 11 15 Sales rebates 38 37 Taxes other than income taxes 14 13 Asset retirement obligations 7 8 Other accrued liabilities 69 57 Accrued liabilities $ 263 $ 252 Additional supplemental cash flow information as of March 31, 2023 and December 31, 2022 is as follows: Supplemental non cash information: March 31, 2023 December 31, 2022 Capital expenditures acquired but not yet paid $ 43 $ 72 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 December 31, 2022 Term Loan Facility, net of unamortized discount (1) 1,300 Variable 3/11/2028 $ 898 $ 898 2022 Term Loan Facility, net of unamortized discount (1) 400 Variable 4/4/2029 393 393 Senior Notes due 2029 1,075 4.625 % 3/15/2029 1,075 1,075 Standard Bank Term Loan Facility (1) 98 Variable 11/11/2026 72 77 Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1 1 MGT Loan (2) 36 Variable Variable 29 30 Finance leases 46 47 Long-term debt 2,514 2,521 Less: Long-term debt due within one year (24) (24) Debt issuance costs (32) (33) Long-term debt, net $ 2,458 $ 2,464 _______________ (1) The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility and the Standard Bank Term Loan Facility was 5.3%, 8.4% and 9.7%, respectively, during the three months ended March 31, 2023. The average effective interest rate on the Term Loan Facility and Standard Bank Term Loan Facility was 4.5% and 6.3%, respectively, during the three months ended March 31, 2022. (2) The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.0% and 3.2% during the three months ended March 31, 2023 and March 31, 2022, respectively. Term Loan Facility The Term Loan Facility bears interest at either the base rate or an adjusted LIBOR rate, in each case plus an applicable margin. Based on our first lien net leverage ratio pursuant to the Term Loan Facility agreement, the applicable margin under the Term Loan Facility as of March 31, 2023 was 2.25%. 2022 Term Loan Facility On April 4, 2022, Tronox Finance LLC (the "Borrower"), the Borrower's indirect parent company, Tronox Holdings plc (the "Company"), certain of the Company's subsidiaries, the incremental term lender party thereto, and HSBC Bank USA. National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 1 to the Amended and Restated First Lien Credit Agreement (the "Amendment"). The Amendment provides the Borrower with a new seven-year incremental term loan facility (the "2022 Term Loan Facility" and, the loans thereunder, the "2022 Incremental Term Loans") under its credit agreement in an aggregate initial principal amount of $400 million. The proceeds of the 2022 Term Loan Facility were used on April 1, 2022, along with cash on hand, to redeem all outstanding 6.5% Senior Secured Notes due 2025 and to pay transaction related costs and expenses. As a result of this transaction, we recognized approximately $1 million in "Loss on extinguishment of debt" on the unaudited Consolidated Statement of Income for the three months ended March 31, 2022. The 2022 Incremental Term Loans shall bear interest, at the Borrower's option, at either the base or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2022 Incremental Loans is 2.25% per annum, for base rate loans, or 3.25% per annum, for SOFR rate loans. The 2022 Incremental Term Loans have an interest rate floor of 0.50%. As of March 31, 2023, the applicable margin under the 2022 Term Loan Facility was 3.25%. Short-Term Debt Emirates Revolver During the three months ended March 31, 2023, we drew down 35 million Pound Sterling (approximately $43 million at the March 31, 2023 exchange rate) which remained outstanding at March 31, 2023. Additionally, during the three months ended March 31, 2023, the Company entered into an amendment to extend the maturity date of the Emirates Revolver from March 31, 2023 to June 30, 2023. SABB Facility During the three months ended March 31, 2023, we drew down SAR 16 million (approximately $4 million at the March 31, 2023 exchange rate) under the SABB Facility for general corporate purposes which remains outstanding at March 31, 2023. Cash Flow Revolver During the three months ended March 31, 2023, we drew down an additional $100 million and made repayments of $10 million on our Cash Flow Revolver. The outstanding principal balance on the Cash Flow Revolver was $120 million at March 31, 2023 In April 2023, the Company drew down $45 million on its Cash Flow Revolver for general corporate purposes. Insurance premium financing In August 2022, the Company entered into a $21 million insurance premium financing agreement with a third-party financing company. The balance will be repaid in monthly installments over 10 months at a 5% fixed annual interest rate. As of March 31, 2023, the financing balance was $4 million and is recorded in "Short-term debt" in the Condensed Consolidated Balance Sheet. Debt Covenants As of March 31, 2023, we are in compliance with all financial covenants in our debt facilities. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022: Fair Value March 31, 2023 December 31, 2022 Assets(a) Accrued Liabilities Assets(a) Accrued Liabilities Derivatives Designated as Cash Flow Hedges Interest Rate Swaps $ 25 $ — $ 30 $ — Natural Gas Hedges $ — $ 4 $ 1 $ 2 Total Hedges $ 25 $ 4 $ 31 $ 2 Derivatives Not Designated as Cash Flow Hedges Currency Contracts $ — $ 2 $ 1 $ — Total Derivatives $ 25 $ 6 $ 32 $ 2 (a) At March 31, 2023 and December 31, 2022, current assets of $25 million and $32 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets. Derivatives' Impact on the Condensed Consolidated Statement of Income: The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Income: 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 March 31, 2023 Three Months Ended March 31, 2022 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ — $ (7) $ — $ — $ 7 Derivatives Designated as Hedging Instruments Currency Contracts $ — $ (2) $ — $ 3 $ 9 $ — Natural Gas Hedges $ — $ (1) $ — $ — $ 1 $ — Total Derivatives $ — $ (3) $ (7) $ 3 $ 10 $ 7 Interest Rate Risk During the second quarter of 2019, we entered into three interest-rate swap agreements with an aggregate notional value of $750 million, representing a portion of our Term Loan Facility, which effectively converted the variable rate to a fixed rate for that portion of the loan. The agreements were to expire in September 2024. On March 27, 2023, the Company entered into amendments with two of our existing interest rate swap agreements with the counterparty banks. As a result of these amendments, the Company terminated two of our existing interest rate swap contracts which were indexed to LIBOR with an aggregate notional value of $500 million which had maturity dates of September 2024. At the time of these amendments, the Company determined that the interest payments hedged are still probable to occur, therefore, the gains accumulated of $11 million on the interest rate swaps prior to the amendments are being amortized into interest expense through September 22, 2024, the original maturity of the interest rate swap agreements. We simultaneously entered into two SOFR-indexed forward starting interest rate swaps with the same counterparty banks with no change to the aggregate notional value. The forward starting swaps will be effective from June 2023 and will mature in March 2028 which will align with the maturity date of the Term Loan Facility. Indexing forward starting swaps to SOFR will also ensure that the reference rates in our hedge instruments will align with the interest rate terms of the Term Loan Facility which is expected to change from LIBOR to SOFR effective June 30, 2023 in anticipation of Reference Rate Reform and pursuant to the loan agreement. We elected to apply the hedge accounting expedients in ASC Topic 848, Reference Rate Reform on Financial Reporting related to the following: 1) the assertion that the future forecasted transaction is still probable of occurring despite reference rate changes and 2) the assumption that the index of the future hedged transactions will match the index of the corresponding hedge instruments for the assessment of effectiveness. Additionally, on March 27, 2023, the Company entered into a new interest rate swap with a $200 million notional value which matures in March 2028 and effectively converts the variable rate to a fixed rate for that portion of the 2022 Term Loan Facility. As of March 31, 2023, the Company maintains a total of $950 million of interest rate swaps with the objective in using the interest-rate swap agreements to add stability to interest expense and to manage the Company's exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Fair value gains or losses on these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings. At March 31, 2023 and December 31, 2022, the net unrealized gain of $25 million and the unrealized gain of $30 million, respectively, was recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet. For both the three months ended March 31, 2023 and 2022, the amounts recorded in interest expense related to the interest-rate swap agreements were $4 million. Foreign Currency Risk From time to time, we enter 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. Historically, we have used a combination of zero-cost collars or forward contracts to reduce the exposure. 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), net when the transactions are no longer probable of occurring. As of March 31, 2023, we had no outstanding amounts to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates or to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates. At March 31, 2023 and December 31, 2022, there was an unrealized net loss of $2 million and an unrealized net loss of $4 million, respectively, recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet, of which $2 million is expected to be recognized in earnings in the remainder of 2023. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022: March 31, December 31, Asset Liability Asset Liability Term Loan Facility — 882 — 876 2022 Term Loan Facility — 392 — 388 Standard Bank Term Loan Facility — 72 — 77 Senior Notes due 2029 — 900 — 893 Australian Government Loan — 1 — 1 MGT Loan — 29 — 30 Interest rate swaps 25 — 30 — Natural gas hedges — 4 1 2 Foreign currency contracts — 2 1 — We determined the fair value of the Term Loan Facility, the 2022 Term Loan Facility and the Senior Notes due 2029 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 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, natural gas hedges 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, natural gas hedges and interest rate swaps is a Level 2 input. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value due to the short-term nature of these items. |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 Beginning balance $ 161 $ 149 Additions 1 — Accretion expense 4 4 Remeasurement/translation (2) 4 Other, including change in estimates (3) — Settlements/payments (3) (2) Balance, March 31, $ 158 $ 155 March 31, 2023 December 31, 2022 Current portion included in “Accrued liabilities” $ 7 $ 8 Noncurrent portion included in “Asset retirement obligations” 151 153 Asset retirement obligations $ 158 $ 161 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023, purchase commitments were $293 million for the remainder of 2023, $174 million for 2024, $159 million for 2025, $158 million for 2026, $164 million for 2027, and $1,559 million thereafter. Letters of Credit —At March 31, 2023, we had outstanding letters of credit and bank guarantees of $109 million, of which $70 million were letters of credit, of which $50 million is related to the sale of Hawkins Point as discussed below, and $39 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 is 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 TiO2 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. On December 21, 2022, we sold the Hawkins Point Plant to the Maryland Port Administration ("MPA"), a state agency controlled by the Maryland Department of Transportation. Pursuant to the terms of the transaction, MPA became the lead party in developing and implementing appropriate measures to address, treat, control, and mitigate the environmental conditions at the property under the regulatory oversight of the Maryland Department of the Environment ("MPE"). Under MPA ownership, the Hawkins Point Plant will be utilized for storage and beneficial reuse of dredged material from the Port of Baltimore. In exchange for transferring ownership of the site to MPA, Tronox has agreed to make scheduled, annual payments to MPA which together with scheduled, annual contributions from MPA will be used to remediate the property. The sale of the property to MPA did not have a material impact to the Consolidated Statement of Income. As of March 31, 2023, we have a provision of $42 million included in "Environmental liabilities" in our Condensed Consolidated Balance Sheet for the Hawkins Point Plant consistent with the accounting policy described above. 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 are the following: UK Health and Safety Matter. In April 2023, we received a summons from the UK Health and Safety Executive (HSE) alleging non-compliance with UK health and safety legislation at the Stallingborough pigment plant resulting from an incident involving a contractor in August 2021. We also received notice that HSE is investigating another incident which occurred in August 2022 at the same plant involving an employee. With regard to the summons, the initial court hearing is currently scheduled for May 2023. Although we do not believe this matter will have a material adverse effect on our business, financial condition and results of operations, an adverse judgment would likely result in criminal liability against Tronox Pigment UK Limited, the entity which owns the Stallingborough pigment plant, as well as monetary penalties. With regard to the notice of investigation into the second incident, the timing for an enforcement action, if any, is uncertain but based on our current understanding we do not believe this matter will have a material adverse effect on our business, financial condition and results of operations. 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 Venator'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. On April 6, 2022, the Judge presiding over the case in the Superior Court of the State of Delaware delivered a directed verdict in favor of Venator without allowing the jury to deliberate. The Company determined not to appeal the Judge's verdict, and as such, on April 18, 2022, the Company and Venator entered into a settlement agreement whereby the Company paid $85 million, inclusive of interest, on April 25, 2022. As a result, we recorded the charge within "Venator settlement" on the unaudited Condensed Consolidated Statement of Income for the three months ended March 31, 2022. 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”). The WA OSR subsequently granted our request for an exemption 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. On April 8, 2022, the Company lodged an appeal of the WA OSR's decision with the Western Australia State Administrative Tribunal. On March 3, 2023, the WA OSR officially granted us the stamp duty exemption in connection with the Re-Domicile Transaction, and as such, the Tribunal proceeding was withdrawn. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items | 3 Months Ended |
Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items | Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items The tables below present changes in accumulated other comprehensive loss by component for the three months ended March 31, 2023 and 2022. Cumulative Pension Unrealized Total Balance, January 1, 2023 $ (710) $ (78) $ 20 $ (768) Other comprehensive (loss) income (15) 1 (6) (20) Amounts reclassified from accumulated other comprehensive loss — — 3 3 Balance, March 31, 2023 $ (725) $ (77) $ 17 $ (785) Cumulative Pension Unrealized Total Balance, January 1, 2022 $ (628) $ (100) $ (10) $ (738) Other comprehensive (loss) income 62 — 49 111 Amounts reclassified from accumulated other comprehensive loss — 1 (11) (10) Balance, March 31, 2022 $ (566) $ (99) $ 28 $ (637) Repurchase of Common Stock |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Restricted Share Units (“RSUs”) 2023 Grant - During the three months ended March 31, 2023, the Company granted both time-based and performance-based awards to certain members of management. A total of 855,384 of time-based awards were granted to management which will vest ratably over a three-year period ending March 5, 2026. A total of 855,386 of performance-based awards were granted, of which 427,693 of the awards vest based on a relative Total Shareholder Return ("TSR") calculation and 427,693 of the awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2026 based on the actual 2025 annual return on invested capital (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 $22.45. The following weighted average assumptions were utilized to value the TSR grants: 2023 Dividend yield — % Expected historical volatility 67.1 % Risk free interest rate 4.47 % Expected life (in years) 3 The unrecognized compensation cost associated with all unvested awards at March 31, 2023 was $48 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of approximately 2.3 years. |
Pension and Other Postretiremen
Pension and Other Postretirement Healthcare Benefits | 3 Months Ended |
Mar. 31, 2023 | |
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 Income were as follows: Pensions Three Months Ended March 31, 2023 2022 Net periodic cost: Service cost $ 1 $ 1 Interest cost 4 4 Expected return on plan assets (5) (6) Net amortization of actuarial loss and prior service credit — 1 Total net periodic cost $ — $ — The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Income were as follows: Other Postretirement Benefit Plans Three Months Ended March 31, 2023 2022 Net periodic cost: Service cost $ — $ — Interest cost 1 1 Expected return on plan assets — — Net amortization of actuarial loss and prior service credit — — Total net periodic cost $ 1 $ 1 During the three months ended March 31, 2023, the Company made contributions to its pension plans of $1 million. The Company expects to make approximately $7 million of pension contributions for the remainder of 2023. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Tasnee / Cristal At March 31, 2023, 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. 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, up to $125 million for capital expenditures and operational expenses intended to facilitate the start-up of the Slagger (the “Tronox Loans”). At both March 31, 2023 and December 31, 2022, we have lent AMIC the Tronox Loans maximum amount of $125 million, which, together with related interest of $14 million and $13 million, respectively, is recorded within “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheet. The Option did not have a significant impact on the financial statements as of or for the period ended March 31, 2023. For the three months ended March 31, 2023 and March 31, 2022, Tronox recorded $43 million and $9 million, respectively, for purchases of feedstock material produced by the Slagger. Such purchases are subsequently recorded in "Cost of goods sold" on the unaudited Condensed Consolidated Statement of Income. At March 31, 2023 and December 31, 2022, amounts due related to Slagger feedstock purchases were $29 million and $14 million, respectively, which are recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet. 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. The Option Agreement expires on May 10, 2023. While the Company initially decided to allow the Option Agreement to expire in accordance with its terms, it is in discussions with AMIC about under what circumstances it may extend the Option Agreement. In the meanwhile, the Company has agreed to extend the term of the TSA and continue to work with AMIC to support the Jazan smelter complex. The terms of the Tronox Loans, which can be repaid as late as June 2025, remain unchanged and can be paid in the form of cash or in kind. 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 amended 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 management fee, which is subject to certain success incentives if and when the Slagger achieves the Option Criteria. Tronox recorded management fees of $2 million in "Other income (expense), net" within the unaudited Condensed Consolidated Statement of Income for the three months ended both March 31, 2023 and March 31, 2022. At March 31, 2023 and December 31, 2022, Tronox had a receivable due from AMIC related to the management fee and other technical support fees of $3 million and $2 million, respectively, that is recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet. At both March 31, 2023 and December 31, 2022, Tronox had a receivable due from Tasnee of $2 million, recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet, related primarily to pre-acquisition period tax matters in process with certain tax authorities which are reimbursable from Tasnee. 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"). 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 amount 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 we 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 these transactions that we entered into related to the MGT assets, Tronox recorded $1 million and $1 million for purchase of chlorine gas from ATTM for the three months ended March 31, 2023 and March 31, 2022, respectively, and such amounts are recorded in "Cost of goods sold" on the unaudited Condensed Consolidated Statement of Income. The amount due to ATTM at March 31, 2023 and December 31, 2022, for the purchase of chlorine gas was less than $1 million and $1 million, respectively, which is recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet. During the three months ended March 31, 2023 and March 31, 2022, Tronox recorded $11 million and $6 million, respectively, for MGT sales made to ATTM. The MGT sales are recorded in “Net sales” on the unaudited Condensed Consolidated Statement of Income. At March 31, 2023 and December 31, 2022, Tronox had a receivable from ATTM of $7 million and $6 million, respectively, from MGT sales that is recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet. |
The Company (Policies)
The Company (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022. 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 March 31, 2023, and its results of operations for the three months ended March 31, 2023 and 2022. 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. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform Financial Reporting”. This amendment is elective in nature. Amongst other aspects, this standard provides for practical expedients and exceptions to current accounting standards that reference a rate which is expected to be dissolved (e.g., London Interbank Offered Rate “LIBOR”) as it relates to hedge accounting, contract modifications and other transactions that reference this rate, subject to meeting certain criteria. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, which defers the sunset date of ASC 848, Reference Rate Reform, from December 31, 2022 to December 31, 2024. ASU 2022-06 is effective immediately for all entities. We have conducted an internal assessment to identify items that would be impacted as a result of the dissolution of LIBOR. Based upon this assessment, we have determined that this change will be most impactful to our intercompany debt |
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) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 North America $ 189 $ 195 South and Central America 42 67 Europe, Middle-East and Africa 282 377 Asia Pacific 195 326 Total net sales $ 708 $ 965 Net sales from external customers for each similar type of product were as follows: Three Months Ended March 31, 2023 2022 TiO 2 $ 560 $ 773 Zircon 72 108 Feedstock and other products 76 84 Total net sales $ 708 $ 965 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Taxes | Income before income taxes is comprised of the following: Three Months Ended 2023 2022 Income tax (provision) benefit $ (9) $ (18) Income before income taxes $ 34 $ 34 Effective tax rate 26 % 53 % |
Income Per Share (Tables)
Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 Numerator - Basic and Diluted: Net income $ 25 $ 16 Less: Net income attributable to noncontrolling interest 2 — Net income available to ordinary shares $ 23 $ 16 Denominator - Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 155,175 154,629 Weighted-average ordinary shares, diluted (in thousands) 156,641 159,577 Basic net income per ordinary share $ 0.15 $ 0.10 Diluted net income per ordinary share $ 0.15 $ 0.10 |
Antidilutive Securities Excluded from Computation of Earnings Per Share | Anti-dilutive shares not recognized in the diluted net income per share calculation for the three months ended March 31, 2023 and 2022 were as follows: Shares Three Months Ended March 31, 2023 2022 Options 265,376 408,641 Restricted share units 2,798,108 1,029,052 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization Program (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Transfers and Servicing [Abstract] | |
Schedule of the Receivables Sold and Fees Incurred Under Program | The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods: Three Months Ended March 31, 2023 2022 Cash proceeds from collections reinvested in the program $ 144 $ 28 Incremental accounts receivables sold 138 103 Fees incurred 1 2 — 1 Fees due to the Purchaser are recorded in "Other income (expense), net" in our Condensed Consolidated Statement of Income. |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, net consisted of the following: March 31, 2023 December 31, 2022 Raw materials $ 284 $ 261 Work-in-process 144 125 Finished goods, net 691 641 Materials and supplies, net 240 251 Inventories, net – current $ 1,359 $ 1,278 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, 2023 December 31, 2022 Land and land improvements $ 229 $ 226 Buildings 425 390 Machinery and equipment 2,450 2,330 Construction-in-progress 237 370 Other 58 62 Subtotal 3,399 3,378 Less: accumulated depreciation (1,579) (1,548) Property, plant and equipment, net $ 1,820 $ 1,830 |
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 Income: Three Months Ended March 31, 2023 2022 Cost of goods sold $ 54 $ 51 Selling, general and administrative expenses 1 1 Total $ 55 $ 52 |
Mineral Leaseholds, Net (Tables
Mineral Leaseholds, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Extractive Industries [Abstract] | |
Mineral Leaseholds, Net of Accumulated Depletion | Mineral leaseholds, net of accumulated depletion, consisted of the following: March 31, 2023 December 31, 2022 Mineral leaseholds $ 1,269 $ 1,282 Less: accumulated depletion (586) (581) Mineral leaseholds, net $ 683 $ 701 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net of Accumulated Amortization | Intangible assets, net of accumulated amortization, consisted of the following: March 31, 2023 December 31, 2022 Gross Cost Accumulated Net Carrying Gross Cost Accumulated Net Carrying Customer relationships $ 291 $ (236) $ 55 $ 291 $ (231) $ 60 TiO 2 technology 93 (39) 54 93 (37) 56 Internal-use software and other 186 (46) 140 179 (45) 134 Intangible assets, net $ 570 $ (321) $ 249 $ 563 $ (313) $ 250 |
Amortization Expense Related to Intangible Assets | The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Income: Three Months Ended March 31, 2023 2022 Cost of goods sold $ 1 $ — Selling, general and administrative expenses 7 8 Total $ 8 $ 8 |
Balance Sheet and Cash Flow S_2
Balance Sheet and Cash Flow Supplemental Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following: March 31, 2023 December 31, 2022 Employee-related costs and benefits $ 94 $ 107 Related party payables 30 15 Interest 11 15 Sales rebates 38 37 Taxes other than income taxes 14 13 Asset retirement obligations 7 8 Other accrued liabilities 69 57 Accrued liabilities $ 263 $ 252 |
Cash Flow, Supplemental Disclosures | Additional supplemental cash flow information as of March 31, 2023 and December 31, 2022 is as follows: Supplemental non cash information: March 31, 2023 December 31, 2022 Capital expenditures acquired but not yet paid $ 43 $ 72 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 December 31, 2022 Term Loan Facility, net of unamortized discount (1) 1,300 Variable 3/11/2028 $ 898 $ 898 2022 Term Loan Facility, net of unamortized discount (1) 400 Variable 4/4/2029 393 393 Senior Notes due 2029 1,075 4.625 % 3/15/2029 1,075 1,075 Standard Bank Term Loan Facility (1) 98 Variable 11/11/2026 72 77 Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1 1 MGT Loan (2) 36 Variable Variable 29 30 Finance leases 46 47 Long-term debt 2,514 2,521 Less: Long-term debt due within one year (24) (24) Debt issuance costs (32) (33) Long-term debt, net $ 2,458 $ 2,464 _______________ (1) The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility and the Standard Bank Term Loan Facility was 5.3%, 8.4% and 9.7%, respectively, during the three months ended March 31, 2023. The average effective interest rate on the Term Loan Facility and Standard Bank Term Loan Facility was 4.5% and 6.3%, respectively, during the three months ended March 31, 2022. (2) The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.0% and 3.2% during the three months ended March 31, 2023 and March 31, 2022, respectively. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value of Derivatives Outstanding | The following table is a summary of the fair value of derivatives outstanding at March 31, 2023 and December 31, 2022: Fair Value March 31, 2023 December 31, 2022 Assets(a) Accrued Liabilities Assets(a) Accrued Liabilities Derivatives Designated as Cash Flow Hedges Interest Rate Swaps $ 25 $ — $ 30 $ — Natural Gas Hedges $ — $ 4 $ 1 $ 2 Total Hedges $ 25 $ 4 $ 31 $ 2 Derivatives Not Designated as Cash Flow Hedges Currency Contracts $ — $ 2 $ 1 $ — Total Derivatives $ 25 $ 6 $ 32 $ 2 |
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 Income: 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 March 31, 2023 Three Months Ended March 31, 2022 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ — $ (7) $ — $ — $ 7 Derivatives Designated as Hedging Instruments Currency Contracts $ — $ (2) $ — $ 3 $ 9 $ — Natural Gas Hedges $ — $ (1) $ — $ — $ 1 $ — Total Derivatives $ — $ (3) $ (7) $ 3 $ 10 $ 7 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following table presents the fair value of our debt and derivative contracts at both March 31, 2023 and December 31, 2022: March 31, December 31, Asset Liability Asset Liability Term Loan Facility — 882 — 876 2022 Term Loan Facility — 392 — 388 Standard Bank Term Loan Facility — 72 — 77 Senior Notes due 2029 — 900 — 893 Australian Government Loan — 1 — 1 MGT Loan — 29 — 30 Interest rate swaps 25 — 30 — Natural gas hedges — 4 1 2 Foreign currency contracts — 2 1 — |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Change in 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 2023 2022 Beginning balance $ 161 $ 149 Additions 1 — Accretion expense 4 4 Remeasurement/translation (2) 4 Other, including change in estimates (3) — Settlements/payments (3) (2) Balance, March 31, $ 158 $ 155 March 31, 2023 December 31, 2022 Current portion included in “Accrued liabilities” $ 7 $ 8 Noncurrent portion included in “Asset retirement obligations” 151 153 Asset retirement obligations $ 158 $ 161 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and 2022. Cumulative Pension Unrealized Total Balance, January 1, 2023 $ (710) $ (78) $ 20 $ (768) Other comprehensive (loss) income (15) 1 (6) (20) Amounts reclassified from accumulated other comprehensive loss — — 3 3 Balance, March 31, 2023 $ (725) $ (77) $ 17 $ (785) Cumulative Pension Unrealized Total Balance, January 1, 2022 $ (628) $ (100) $ (10) $ (738) Other comprehensive (loss) income 62 — 49 111 Amounts reclassified from accumulated other comprehensive loss — 1 (11) (10) Balance, March 31, 2022 $ (566) $ (99) $ 28 $ (637) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Weighted-Average Assumptions Utilized to Value Grants | The following weighted average assumptions were utilized to value the TSR grants: 2023 Dividend yield — % Expected historical volatility 67.1 % Risk free interest rate 4.47 % Expected life (in years) 3 |
Pension and Other Postretirem_2
Pension and Other Postretirement Healthcare Benefits (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Cost Associated with the U.S. Defined Benefit Plans and The foreign Defined Plan | The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Income were as follows: Pensions Three Months Ended March 31, 2023 2022 Net periodic cost: Service cost $ 1 $ 1 Interest cost 4 4 Expected return on plan assets (5) (6) Net amortization of actuarial loss and prior service credit — 1 Total net periodic cost $ — $ — The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Income were as follows: Other Postretirement Benefit Plans Three Months Ended March 31, 2023 2022 Net periodic cost: Service cost $ — $ — Interest cost 1 1 Expected return on plan assets — — Net amortization of actuarial loss and prior service credit — — Total net periodic cost $ 1 $ 1 |
The Company (Details)
The Company (Details) | Mar. 31, 2023 facility |
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) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 | Dec. 31, 2022 USD ($) | |
Concentration Risk [Line Items] | |||
Contract asset | $ | $ 0 | $ 0 | |
Contract liability (less than) | $ | $ 1,000,000 | $ 1,000,000 | |
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 | 37% | 30% |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 708 | $ 965 | $ 965 |
TiO2 | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 560 | 773 | |
Zircon | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 72 | 108 | |
Feedstock and other products | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 76 | 84 | |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 189 | 195 | |
South and Central America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 42 | 67 | |
Europe, Middle-East and Africa | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 282 | 377 | |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 195 | $ 326 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax (provision) benefit | $ (9) | $ (18) | $ (18) |
Income before income taxes | $ 34 | $ 34 | $ 34 |
Effective tax rate | 26% | 53% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 01, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | |
Income Tax Examination [Line Items] | ||||
Deferred tax benefit | $ 7,000,000 | |||
Unrecognized tax benefits | $ 0 | |||
Her Majesty's Revenue and Customs (HMRC) | U.K. | ||||
Income Tax Examination [Line Items] | ||||
Statutory tax rate | 19% | 19% | ||
Her Majesty's Revenue and Customs (HMRC) | U.K. | Subsequent Event | ||||
Income Tax Examination [Line Items] | ||||
Statutory tax rate | 25% | |||
Her Majesty's Revenue and Customs (HMRC) | U.K. | Weighted Average | Forecast | ||||
Income Tax Examination [Line Items] | ||||
Statutory tax rate | 23.50% |
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 | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator - Basic and Diluted: | |||
Net income | $ 25 | $ 16 | |
Less: Net income attributable to noncontrolling interest | 2 | 0 | |
Net income available to ordinary shares | $ 23 | $ 16 | |
Denominator - Basic and Diluted: | |||
Weighted-average ordinary shares, basic (in thousands) (in shares) | 155,175 | 154,629 | 154,629 |
Weighted-average ordinary shares, diluted (in thousands) (in shares) | 156,641 | 159,577 | 159,577 |
Basic net income per ordinary share (in dollars per share) | $ 0.15 | $ 0.10 | $ 0.10 |
Diluted net income per ordinary share (in dollars per share) | $ 0.15 | $ 0.10 | $ 0.10 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares (in shares) | 265,376 | 408,641 |
Restricted share units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares (in shares) | 2,798,108 | 1,029,052 |
Accounts Receivable Securitiz_3
Accounts Receivable Securitization Program - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Transfers and Servicing [Abstract] | ||
Percentage of additional purchase receivable | 100% | |
Accounts receivable from securitization | $ 117 | $ 123 |
Unsold receivables retained | $ 99 | $ 69 |
Accounts Receivable Securitiz_4
Accounts Receivable Securitization Program - Receivables Sold and Fees Incurred Under the Program during the Related Periods (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Transfers and Servicing [Abstract] | ||
Cash proceeds from collections reinvested in the program | $ 144 | $ 28 |
Incremental accounts receivables sold | 138 | 103 |
Fees incurred | $ 2 | $ 0 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw materials | $ 284 | $ 261 |
Work-in-process | 144 | 125 |
Finished goods, net | 691 | 641 |
Materials and supplies, net | 240 | 251 |
Inventories, net – current | 1,359 | 1,278 |
Inventory obsolescence reserves | 43 | 42 |
Reserves for lower of cost or market and net realizable value | $ 24 | $ 27 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Subtotal | $ 3,399 | $ 3,378 | |
Less: accumulated depreciation | (1,579) | (1,548) | |
Property, plant and equipment, net | 1,820 | 1,830 | |
Depreciation expense related to property plant and equipment [Abstract] | |||
Depreciation expense | 55 | $ 52 | |
Cost of goods sold | |||
Depreciation expense related to property plant and equipment [Abstract] | |||
Depreciation expense | 54 | 51 | |
Selling, general and administrative expenses | |||
Depreciation expense related to property plant and equipment [Abstract] | |||
Depreciation expense | 1 | $ 1 | |
Land and land improvements | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Subtotal | 229 | 226 | |
Buildings | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Subtotal | 425 | 390 | |
Machinery and equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Subtotal | 2,450 | 2,330 | |
Construction-in-progress | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Subtotal | 237 | 370 | |
Other | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Subtotal | $ 58 | $ 62 |
Mineral Leaseholds, Net (Detail
Mineral Leaseholds, Net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Summary of minerals leaseholds, net of accumulated depletion [Abstract] | |||
Mineral leaseholds | $ 1,269 | $ 1,282 | |
Less: accumulated depletion | (586) | (581) | |
Mineral leaseholds, net | 683 | $ 701 | |
Depletion expense related to mineral leaseholds | $ 8 | $ 8 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Intangible assets, net of accumulated amortization [Abstract] | |||
Gross Cost | $ 570 | $ 563 | |
Accumulated Amortization | (321) | (313) | |
Net Carrying Amount | 249 | 250 | |
Capitalized software costs | 111 | 106 | |
Amortization expense related to intangible assets [Abstract] | |||
Amortization expense | 8 | $ 8 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Remainder of 2023 | 23 | ||
2024 | 42 | ||
2025 | 41 | ||
2026 | 23 | ||
2027 | 21 | ||
Thereafter | 99 | ||
Cost of goods sold | |||
Amortization expense related to intangible assets [Abstract] | |||
Amortization expense | 1 | 0 | |
Selling, general and administrative expenses | |||
Amortization expense related to intangible assets [Abstract] | |||
Amortization expense | 7 | $ 8 | |
Customer relationships | |||
Intangible assets, net of accumulated amortization [Abstract] | |||
Gross Cost | 291 | 291 | |
Accumulated Amortization | (236) | (231) | |
Net Carrying Amount | 55 | 60 | |
TiO2 technology | |||
Intangible assets, net of accumulated amortization [Abstract] | |||
Gross Cost | 93 | 93 | |
Accumulated Amortization | (39) | (37) | |
Net Carrying Amount | 54 | 56 | |
Internal-use software and other | |||
Intangible assets, net of accumulated amortization [Abstract] | |||
Gross Cost | 186 | 179 | |
Accumulated Amortization | (46) | (45) | |
Net Carrying Amount | $ 140 | $ 134 |
Balance Sheet and Cash Flow S_3
Balance Sheet and Cash Flow Supplemental Information - Accrued Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Employee-related costs and benefits | $ 94 | $ 107 |
Related party payables | 30 | 15 |
Interest | 11 | 15 |
Sales rebates | 38 | 37 |
Taxes other than income taxes | 14 | 13 |
Asset retirement obligations | 7 | 8 |
Other accrued liabilities | 69 | 57 |
Accrued liabilities | $ 263 | $ 252 |
Balance Sheet and Cash Flow S_4
Balance Sheet and Cash Flow Supplemental Information - Additional Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Supplemental non cash information: | ||
Capital expenditures acquired but not yet paid | $ 43 | $ 72 |
Debt - Long-Term Debt, Net of U
Debt - Long-Term Debt, Net of Unamortized Discount and Debt Issuance Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Apr. 04, 2022 | |
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Finance leases | $ 46 | $ 47 | ||
Long-term debt | 2,514 | 2,521 | ||
Less: Long-term debt due within one year | (24) | (24) | ||
Debt issuance costs | (32) | (33) | ||
Long-term debt, net | 2,458 | 2,464 | ||
Term Loan Facility | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | 1,300 | |||
Long-term debt, gross | $ 898 | 898 | ||
Average effective interest rate | 5.30% | 4.50% | ||
2022 Term Loan Facility | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | $ 400 | $ 400 | ||
Long-term debt, gross | $ 393 | 393 | ||
Average effective interest rate | 8.40% | |||
Senior Notes due 2029 | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | $ 1,075 | |||
Annual Interest Rate | 4.625% | |||
Long-term debt, gross | $ 1,075 | 1,075 | ||
Standard Bank Term Loan Facility | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | 98 | |||
Long-term debt, gross | $ 72 | 77 | ||
Average effective interest rate | 9.70% | 6.30% | ||
Australian Government Loan | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Long-term debt, gross | $ 1 | 1 | ||
MGT Loan | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | 36 | |||
Long-term debt, gross | $ 29 | $ 30 | ||
Average effective interest rate | 6% | 3.20% |
Debt - Narrative (Details)
Debt - Narrative (Details) ر.س in Millions, £ in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | |||||||
Apr. 04, 2022 USD ($) | Aug. 31, 2022 USD ($) | Apr. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 GBP (£) | Mar. 31, 2023 SAR (ر.س) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | |
Line of Credit Facility [Line Items] | |||||||||
Loss on extinguishment of debt | $ 0 | $ 1 | $ 1 | ||||||
Short-term debt | 176 | $ 50 | |||||||
Insurance Premium Financing Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Insurance premium | $ 21 | ||||||||
Monthly installments due | 10 months | ||||||||
Short-term debt | 4 | ||||||||
Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Original principal | 1,300 | ||||||||
2022 Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, term | 7 years | ||||||||
Original principal | $ 400 | 400 | |||||||
Loss on extinguishment of debt | $ 1 | ||||||||
Interest rate floor | 0.50% | ||||||||
Senior Secured Notes Due 2025 | Senior Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate | 6.50% | ||||||||
Cash Flow Revolver | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Proceeds from issuance of debt | $ 45 | ||||||||
Repayments of debt | 10 | ||||||||
Long-term debt | 120 | ||||||||
Revolving Credit Facility | Emirates Revolver | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Proceeds from issuance of debt | 43 | £ 35 | |||||||
Revolving Credit Facility | SABB Facility | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Proceeds from issuance of debt | 4 | ر.س 16 | |||||||
Revolving Credit Facility | Cash Flow Revolver | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Proceeds from issuance of debt | $ 100 | ||||||||
LIBOR | Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.25% | 2.25% | 2.25% | ||||||
Base Rate | 2022 Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.25% | 3.25% | 3.25% | 3.25% | |||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | 2022 Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 3.25% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Fair Value of Derivatives Outstanding (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | $ 25 | $ 32 |
Total derivatives, accrued liabilities at fair value | 6 | 2 |
Prepaid and other current assets | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 25 | 32 |
Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 25 | 31 |
Total derivatives, accrued liabilities at fair value | 4 | 2 |
Currency Contracts | Derivatives Not Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 0 | 1 |
Total derivatives, accrued liabilities at fair value | 2 | 0 |
Interest Rate Swaps | Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 25 | 30 |
Total derivatives, accrued liabilities at fair value | 0 | 0 |
Natural Gas Hedges | Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 0 | 1 |
Total derivatives, accrued liabilities at fair value | $ 4 | $ 2 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Impact on Statement of Operation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total Derivatives | $ 0 | $ 3 |
Cost of Goods Sold | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total Derivatives | (3) | 10 |
Other Income (Expense), net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total Derivatives | (7) | 7 |
Currency Contracts | Derivatives Not Designated as Cash Flow Hedges | Revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total Derivatives | 0 | 0 |
Currency Contracts | Derivatives Not Designated as Cash Flow Hedges | Cost of Goods Sold | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total Derivatives | 0 | 0 |
Currency Contracts | Derivatives Not Designated as Cash Flow Hedges | Other Income (Expense), net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total Derivatives | (7) | 7 |
Currency Contracts | Derivatives Designated as Cash Flow Hedges | Revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total Derivatives | 0 | 3 |
Currency Contracts | Derivatives Designated as Cash Flow Hedges | Cost of Goods Sold | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total Derivatives | (2) | 9 |
Currency Contracts | Derivatives Designated as Cash Flow Hedges | Other Income (Expense), net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total Derivatives | 0 | 0 |
Natural Gas Hedges | Derivatives Designated as Cash Flow Hedges | Revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total Derivatives | 0 | 0 |
Natural Gas Hedges | Derivatives Designated as Cash Flow Hedges | Cost of Goods Sold | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total Derivatives | (1) | 1 |
Natural Gas Hedges | Derivatives Designated as Cash Flow Hedges | Other Income (Expense), net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total Derivatives | $ 0 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Narrative (Details) € in Millions, ر.س in Millions, £ in Millions, $ in Millions, $ in Millions, R in Billions | 3 Months Ended | ||||||||||||||
Mar. 27, 2023 USD ($) derivative | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2023 ZAR (R) | Mar. 31, 2023 AUD ($) | Mar. 31, 2023 GBP (£) | Mar. 31, 2023 EUR (€) | Mar. 31, 2023 SAR (ر.س) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 ZAR (R) | Dec. 31, 2022 AUD ($) | Dec. 31, 2022 GBP (£) | Dec. 31, 2022 EUR (€) | Jun. 30, 2019 USD ($) derivative | |
Derivative Financial Instruments [Abstract] | |||||||||||||||
Number of interest-rate swap agreements | derivative | 2 | 3 | |||||||||||||
Number of existing interest-rate swap agreements terminated | derivative | 2 | ||||||||||||||
Accumulated other comprehensive gain (loss) | $ (785) | $ (768) | |||||||||||||
Interest expense | 33 | $ 32 | |||||||||||||
Cash flow hedge to be reclassified to earnings within twelve months | 2 | ||||||||||||||
Accumulated other comprehensive gain (loss) | |||||||||||||||
Derivative Financial Instruments [Abstract] | |||||||||||||||
Accumulated other comprehensive gain (loss) | (2) | (4) | |||||||||||||
Interest Rate Swaps | |||||||||||||||
Derivative Financial Instruments [Abstract] | |||||||||||||||
Notional amount | $ 750 | ||||||||||||||
Interest expense | $ 11 | 4 | $ 4 | ||||||||||||
Interest Rate Swaps | Derivatives Designated as Cash Flow Hedges | Cash Flow Hedging | |||||||||||||||
Derivative Financial Instruments [Abstract] | |||||||||||||||
Notional amount | 950 | ||||||||||||||
Interest Rate Swaps | Accumulated other comprehensive gain (loss) | |||||||||||||||
Derivative Financial Instruments [Abstract] | |||||||||||||||
Accumulated other comprehensive gain (loss) | 25 | 30 | |||||||||||||
Interest Rate Swap 1 | |||||||||||||||
Derivative Financial Instruments [Abstract] | |||||||||||||||
Notional amount | 500 | ||||||||||||||
Interest Rate Swap 2 | |||||||||||||||
Derivative Financial Instruments [Abstract] | |||||||||||||||
Notional amount | $ 200 | ||||||||||||||
Foreign Exchange Contract, South African Rand | Derivatives Not Designated as Cash Flow Hedges | |||||||||||||||
Derivative Financial Instruments [Abstract] | |||||||||||||||
Notional amount | 62 | R 1.1 | 68 | R 1.2 | |||||||||||
Foreign Exchange Contract, Australian Dollars | Derivatives Not Designated as Cash Flow Hedges | |||||||||||||||
Derivative Financial Instruments [Abstract] | |||||||||||||||
Notional amount | 144 | $ 216 | 132 | $ 197 | |||||||||||
Foreign Exchange Contract, Pound Sterling | Derivatives Not Designated as Cash Flow Hedges | |||||||||||||||
Derivative Financial Instruments [Abstract] | |||||||||||||||
Notional amount | 19 | £ 16 | 25 | £ 20 | |||||||||||
Foreign Exchange Contract, Euro | Derivatives Not Designated as Cash Flow Hedges | |||||||||||||||
Derivative Financial Instruments [Abstract] | |||||||||||||||
Notional amount | $ 36 | € 33 | $ 48 | € 44 | |||||||||||
Foreign Exchange Contract, Saudi Riyal | Derivatives Not Designated as Cash Flow Hedges | |||||||||||||||
Derivative Financial Instruments [Abstract] | |||||||||||||||
Notional amount | € 46 | ر.س 12 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Interest rate swaps | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | $ 25 | $ 30 |
Fair value of derivative contracts | 0 | 0 |
Natural gas hedges | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 1 |
Fair value of derivative contracts | 4 | 2 |
Foreign currency contracts | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 1 |
Fair value of derivative contracts | 2 | 0 |
Term Loan Facility | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 882 | 876 |
2022 Term Loan Facility | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 392 | 388 |
Standard Bank Term Loan Facility | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 72 | 77 |
Senior Notes due 2029 | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 900 | 893 |
Australian Government Loan | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 1 | 1 |
MGT Loan | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 29 | $ 30 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Beginning balance | $ 161 | $ 149 | |
Additions | 1 | 0 | |
Accretion expense | 4 | 4 | |
Remeasurement/translation | (2) | 4 | |
Other, including change in estimates | (3) | 0 | |
Settlements/payments | (3) | (2) | |
Ending balance | 158 | 155 | |
Asset retirement obligations [Abstract] | |||
Current portion included in “Accrued liabilities” | 7 | $ 8 | |
Noncurrent portion included in “Asset retirement obligations” | 151 | 153 | |
Asset retirement obligations | $ 158 | $ 155 | $ 161 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Apr. 18, 2022 | Jun. 30, 2019 | May 31, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract] | ||||||
Purchase commitments remainder of 2023 | $ 293 | |||||
Purchase commitments for 2024 | 174 | |||||
Purchase commitments for 2025 | 159 | |||||
Purchase commitments for 2026 | 158 | |||||
Purchase commitments for 2027 | 164 | |||||
Purchase commitments due thereafter | 1,559 | |||||
Commitments and Contingencies [Abstract] | ||||||
Loss contingency | 109 | |||||
Loss contingency provision | 42 | |||||
Venator settlement | 0 | $ 85 | $ 85 | |||
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 business, net of transaction costs | $ 701 | |||||
Venator Materials PLC | Venator Materials PLC VS. Tronox Limited | ||||||
Commitments and Contingencies [Abstract] | ||||||
Damages sought | $ 75 | |||||
Venator settlement | $ 85 | |||||
Wells Fargo Revolver | Letters of Credit | ||||||
Commitments and Contingencies [Abstract] | ||||||
Loss contingency | 70 | |||||
Absa Revolver | Bank Guarantees | ||||||
Commitments and Contingencies [Abstract] | ||||||
Loss contingency | 39 | |||||
Hawkins Point | Bank Guarantees | ||||||
Commitments and Contingencies [Abstract] | ||||||
Loss contingency | $ 50 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ 2,403 | $ 2,042 |
Ending balance | 2,399 | 2,129 |
Accumulated Other Comprehensive Loss | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (768) | (738) |
Other comprehensive (loss) income | (20) | 111 |
Amounts reclassified from accumulated other comprehensive loss | 3 | (10) |
Ending balance | (785) | (637) |
Cumulative Translation Adjustment | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (710) | (628) |
Other comprehensive (loss) income | (15) | 62 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 |
Ending balance | (725) | (566) |
Pension Liability Adjustment | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (78) | (100) |
Other comprehensive (loss) income | 1 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 1 |
Ending balance | (77) | (99) |
Unrealized Gains (Losses) on Hedges | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | 20 | (10) |
Other comprehensive (loss) income | (6) | 49 |
Amounts reclassified from accumulated other comprehensive loss | 3 | (11) |
Ending balance | $ 17 | $ 28 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items - Narrative (Details) - USD ($) | Mar. 31, 2023 | Nov. 09, 2021 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Shares authorized for repurchase | $ 300,000,000 | |
Stock repurchase program, remaining authorized repurchase amount | $ 251,000,000 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense for all nonvested awards, adjusted for estimated forfeitures | $ 48 | |
Weighted average period of recognition for unrecognized compensation expense | 2 years 3 months 18 days | |
Share-based compensation expense | $ 6 | $ 7 |
Restricted share units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 6 | $ 7 |
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) | 855,384 | |
Restricted Share Units (RSUs), Performance-Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 855,386 | |
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) | 427,693 | |
Award performance period | 3 years | |
Granted (in dollars per share) | $ 22.45 | |
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) | 427,693 |
Share-based Compensation - Weig
Share-based Compensation - Weighted-Average Assumptions Utilized to Value Grants (Details) - Restricted Share Units (RSUs), Performance-Based Awards - Share-based Payment Arrangement, Tranche One | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0% |
Expected historical volatility | 67.10% |
Risk free interest rate | 4.47% |
Expected life (in years) | 3 years |
Pension and Other Postretirem_3
Pension and Other Postretirement Healthcare Benefits, Components of Net Periodic Pension and Postretirement Healthcare Cost (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Pensions | ||
Net periodic cost: | ||
Service cost | $ 1 | $ 1 |
Interest cost | 4 | 4 |
Expected return on plan assets | (5) | (6) |
Net amortization of actuarial loss and prior service credit | 0 | 1 |
Total net periodic cost | 0 | 0 |
Other Postretirement Benefit Plans | ||
Net periodic cost: | ||
Service cost | 0 | 0 |
Interest cost | 1 | 1 |
Expected return on plan assets | 0 | 0 |
Net amortization of actuarial loss and prior service credit | 0 | 0 |
Total net periodic cost | $ 1 | $ 1 |
Pension and Other Postretirem_4
Pension and Other Postretirement Healthcare Benefits - Narrative (Details) - Pensions - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Multiemployer Plans [Abstract] | ||
Employer contributions | $ 1 | |
Expected future employer contributions, remainder of fiscal year | 7 | |
Foreign Plan | Cost of goods sold | ||
Multiemployer Plans [Abstract] | ||
Multiemployer contribution amount | $ 1 | $ 1 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | 53 Months Ended | |||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 17, 2020 | Dec. 29, 2019 | May 09, 2018 | |
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 156,717,050 | 154,496,923 | ||||||
Other income (expense), net | $ 2 | $ (4) | ||||||
Prepaid and other assets | 134 | $ 135 | ||||||
MGT Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable | 29 | 30 | $ 36 | |||||
Notes payable due within 12 months | 7 | 7 | ||||||
Repayments of debt | $ 1 | $ 1 | ||||||
Maximum | MGT Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument, term | 6 years | |||||||
Minimum | MGT Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument, term | 5 years | |||||||
MGT | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue from related party | $ 11 | 6 | ||||||
Purchase of Chlorine Gas | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchases from related party | 1 | 1 | ||||||
Advanced Metal Industries Cluster Company Limited | Option Agreement, Option To Acquire Special Purchase Vehicle | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage by related party | 90% | |||||||
Advanced Metal Industries Cluster Company Limited | Option Agreement, Amount Loaned For Capital Expenditures And Operational Expenses, Interest Earned | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes receivable, related parties | 14 | 13 | ||||||
Advanced Metal Industries Cluster Company Limited | Acquisition Of Assets Producing Metal Grade TiCl4 | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes receivable, related parties | $ 36 | |||||||
Slagger | Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan commitment | $ 322 | |||||||
AMIC | Option Agreement, Amounts to be Reimbursed for Capital Expenditures and Operational Expenses | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts receivable from related party | $ 125 | |||||||
Amount loaned to related parties | $ 36 | |||||||
AMIC | Amended Options Agreement, Second Option, Loan Amount Forgiven | Affiliated Entity | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction amount | 125 | 125 | ||||||
AMIC | Amended Technical Services Agreement, Monthly Management Fee | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Other income (expense), net | 2 | 2 | ||||||
AMIC | Amended Technical Services Agreement, Monthly Management Fee and Other Technical Support Fees | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Prepaid and other assets | 3 | 2 | ||||||
Tasnee | Pre-Acquisition Activity | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts receivable, related parties, current | 2 | 2 | ||||||
Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | Purchase of Chlorine Gas | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount due to related party (less than) | 1 | 1 | ||||||
Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | Receivable From MGT Product Sales | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Receivable due from related parties | $ 7 | 6 | ||||||
Cristal's Titanium Dioxide Business | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 24% | |||||||
Acquisition Of Assets Producing Metal Grade TiCl4 | Affiliated Entity | Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 65% | |||||||
Cristal's Titanium Dioxide Business | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 37,580,000 | |||||||
Slagger | Purchases of Feedstock Material | Advanced Metal Industries Cluster Company Limited | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction amount | $ 43 | $ 9 | ||||||
Amount due to related party (less than) | $ 29 | $ 14 |