Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 27, 2018 | |
Document Information [Line Items] | ||
Entity Registrant Name | Tronox Ltd | |
Entity Central Index Key | 1,530,804 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Class A Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 94,170,451 | |
Class B Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,729,280 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ||||
Net sales | $ 492 | $ 421 | $ 934 | $ 799 |
Cost of goods sold | 348 | 326 | 675 | 641 |
Gross profit | 144 | 95 | 259 | 158 |
Selling, general and administrative expenses | (79) | (63) | (155) | (130) |
Restructuring | 0 | 0 | 0 | 1 |
Impairment loss | 0 | 0 | (25) | 0 |
Income from operations | 65 | 32 | 79 | 29 |
Interest expense | (48) | (47) | (97) | (93) |
Interest income | 7 | 1 | 15 | 2 |
Loss on extinguishment of debt | (30) | 0 | (30) | 0 |
Other income (expense), net | 29 | (3) | 20 | (11) |
Income (loss) from continuing operations before income taxes | 23 | (17) | (13) | (73) |
Income tax benefit | 27 | 0 | 22 | 3 |
Net income (loss) from continuing operations | 50 | (17) | 9 | (70) |
Income from discontinued operations, net of tax | 0 | 22 | 0 | 37 |
Net income (loss) | 50 | 5 | 9 | (33) |
Net income attributable to noncontrolling interest | 14 | 2 | 17 | 5 |
Net income (loss) attributable to Tronox Limited | $ 36 | $ 3 | $ (8) | $ (38) |
Net income (loss) per share, basic: | ||||
Continuing operations (in dollars per share) | $ 0.30 | $ (0.16) | $ (0.07) | $ (0.63) |
Discontinued operations (in dollars per share) | 0 | 0.18 | 0 | 0.31 |
Net income (loss) per share, basic (in dollars per share) | 0.30 | 0.02 | (0.07) | (0.32) |
Net income (loss) per share, diluted: | ||||
Continuing operations (in dollars per share) | 0.29 | (0.16) | (0.07) | (0.63) |
Discontinued operations (in dollars per share) | 0 | 0.18 | 0 | 0.31 |
Net income (loss) per share, diluted (in dollars per share) | $ 0.29 | $ 0.02 | $ (0.07) | $ (0.32) |
Weighted average shares outstanding, basic (in shares) | 123,063 | 119,188 | 122,699 | 118,804 |
Weighted average shares outstanding, diluted (in shares) | 126,716 | 124,301 | 122,699 | 118,804 |
Cash dividends per share, Class A and Class B (in dollars per share) | $ 0.045 | $ 0.045 | $ 0.090 | $ 0.090 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) [Abstract] | ||||
Net income (loss) | $ 50 | $ 5 | $ 9 | $ (33) |
Other comprehensive income: | ||||
Foreign currency translation adjustments | (185) | 34 | (126) | 58 |
Pension and postretirement plans: | ||||
Amortization of unrecognized actuarial losses, net of taxes of less than $1 million in each of the three and six months ended June 30, 2018 and 2017 | 1 | 0 | 2 | 1 |
Unrealized gains (losses) on derivative financial instruments (no tax impact) | 0 | (1) | 0 | (3) |
Other comprehensive (loss) income | (184) | 33 | (124) | 56 |
Total comprehensive (loss) income | (134) | 38 | (115) | 23 |
Comprehensive (loss) income attributable to noncontrolling interest: | ||||
Net income | 14 | 2 | 17 | 5 |
Foreign currency translation adjustments | (46) | 7 | (31) | 13 |
Comprehensive (loss) income attributable to noncontrolling interest | (32) | 9 | (14) | 18 |
Comprehensive (loss) income attributable to Tronox Limited | $ (102) | $ 29 | $ (101) | $ 5 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Maximum [Member] | ||||
Pension and postretirement plans: | ||||
Amortization of unrecognized actuarial losses, taxes | $ 1 | $ 1 | $ 1 | $ 1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 1,036 | $ 1,116 |
Restricted cash | 656 | 653 |
Accounts receivable, net of allowance for doubtful accounts | 341 | 329 |
Inventories, net | 451 | 473 |
Prepaid and other assets | 81 | 60 |
Income taxes receivable | 8 | 8 |
Assets held for sale | 32 | 0 |
Total current assets | 2,605 | 2,639 |
Noncurrent Assets | ||
Property, plant and equipment, net | 1,033 | 1,115 |
Mineral leaseholds, net | 828 | 885 |
Intangible assets, net | 188 | 198 |
Inventories, net | 0 | 3 |
Deferred tax assets | 43 | 1 |
Other long-term assets | 36 | 23 |
Total assets | 4,733 | 4,864 |
Current Liabilities | ||
Accounts payable | 131 | 165 |
Accrued liabilities | 165 | 163 |
Long-term debt due within one year | 22 | 22 |
Income taxes payable | 9 | 3 |
Liabilities held for sale | 8 | 0 |
Total current liabilities | 335 | 353 |
Noncurrent Liabilities | ||
Long-term debt, net | 3,147 | 3,125 |
Pension and postretirement healthcare benefits | 94 | 103 |
Asset retirement obligations | 76 | 79 |
Long-term deferred tax liabilities | 165 | 171 |
Other long-term liabilities | 19 | 18 |
Total liabilities | 3,836 | 3,849 |
Commitments and Contingencies | ||
Shareholders' Equity | ||
Capital in excess of par value | 1,567 | 1,558 |
Accumulated deficit | (347) | (327) |
Accumulated other comprehensive loss | (496) | (403) |
Total Tronox Limited shareholders' equity | 725 | 829 |
Noncontrolling interest | 172 | 186 |
Total equity | 897 | 1,015 |
Total liabilities and equity | 4,733 | 4,864 |
Class A [Member] | ||
Shareholders' Equity | ||
Common stock, value | 1 | 1 |
Class B [Member] | ||
Shareholders' Equity | ||
Common stock, value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE6
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Class A [Member] | ||
Shareholders' Equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 94,251,907 | 92,717,935 |
Common stock, shares outstanding (in shares) | 94,170,451 | 92,541,463 |
Class B [Member] | ||
Shareholders' Equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 28,729,280 | 28,729,280 |
Common stock, shares outstanding (in shares) | 28,729,280 | 28,729,280 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 9 | $ (33) |
Income from discontinued operations, net of tax | 0 | 37 |
Net income (loss) from continuing operations | 9 | (70) |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities, continuing operations: | ||
Depreciation, depletion and amortization | 97 | 91 |
Deferred income taxes | (30) | 2 |
Share-based compensation expense | 9 | 21 |
Amortization of deferred debt issuance costs and discount on debt | 7 | 6 |
Pension and postretirement healthcare benefit expense | 1 | 1 |
Loss on extinguishment of debt | 30 | 0 |
Impairment losses | 25 | 0 |
Other non-cash affecting net loss | 3 | 6 |
Contributions to employee pension and postretirement plans | (11) | (9) |
Changes in assets and liabilities: | ||
Increase in accounts receivable, net | (33) | (35) |
(Increase) decrease in inventories, net | (14) | 36 |
Increase in prepaid and other assets | (27) | (9) |
(Decrease) increase in accounts payable and accrued liabilities | (37) | 10 |
Increase (decrease) in taxes payable | 6 | (6) |
Other, net | (4) | 1 |
Cash provided by operating activities, continuing operations | 31 | 45 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (55) | (40) |
Loan to Advanced Metal Industries Cluster Company Limited (Note 1) | (14) | 0 |
Cash used in investing activities, continuing operations | (69) | (40) |
Cash Flows from Financing Activities: | ||
Repayments of long-term debt | (595) | (8) |
Proceeds from long-term debt | 615 | 0 |
Call premium paid | (22) | 0 |
Debt issuance costs | (10) | 0 |
Proceeds from the exercise of options and warrants | 6 | 0 |
Dividends paid | (12) | (12) |
Restricted stock and performance-based shares settled in cash for withholding taxes | (6) | (11) |
Cash used in financing activities, continuing operations | (24) | (31) |
Discontinued Operations: | ||
Cash provided by operating activities | 0 | 91 |
Cash used in investing activities | 0 | (16) |
Net cash flows provided by discontinued operations | 0 | 75 |
Effects of exchange rate changes on cash and cash equivalents and restricted cash | (15) | 5 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (77) | 54 |
Cash, cash equivalents and restricted cash at beginning of period | 1,769 | 251 |
Cash, cash equivalents and restricted cash at end of period, continuing operations | $ 1,692 | $ 305 |
The Company
The Company | 6 Months Ended |
Jun. 30, 2018 | |
The Company [Abstract] | |
The Company | 1. The Company Tronox Limited and its subsidiaries (collectively referred to as “Tronox,” “we,” “us,” or “our”) is a public limited company registered under the laws of the State of Western Australia. We are a global leader in the production and marketing of titanium bearing mineral sands and titanium dioxide (“TiO 2 2 We have global operations in North America, Europe, South Africa, and the Asia-Pacific region. We classify our business into one reportable segment, TiO 2 On February 21, 2017, we entered into a definitive agreement with The National Titanium Dioxide Company Ltd., a limited company organized under the laws of the Kingdom of Saudi Arabia (“Cristal”), and Cristal Inorganic Chemicals Netherlands Coöperatief W.A., a cooperative organized under the laws of the Netherlands and a wholly owned subsidiary of Cristal (“Seller”), to acquire the TiO 2 2 . We have received final approval from seven of the nine regulatory jurisdictions whose approvals are required to close the Cristal Transaction and are still seeking approval from the U.S. Federal Trade Commission (“FTC”) and the European Commission (“EC”). With respect to the FTC, on December 5, 2017 the FTC filed an administrative complaint against us, Cristal and certain of Cristal’s subsidiaries and shareholders alleging that the Cristal Transaction would violate Section 7 of the Clayton Antitrust Act and Section 5 of the FTC Act. The administrative complaint seeks, among other things, a permanent injunction to prevent the transaction from being completed. On June 27, 2018, the evidentiary phase of the FTC’s administrative action before the FTC’s administrative law judge concluded. The FTC’s administrative law judge is not expected to rule on the FTC’s complaint until mid-November 2018 at the earliest. On July 10, 2018, we received notice that the FTC had filed a complaint against us in the U.S. District Court in the District of Columbia (the “U.S. District Court”). The complaint alleges that Tronox’s pending acquisition of the TiO 2 2 With respect to the EC, on July 4, 2018 we received approval from the EC, conditional upon divestiture of our 8120 paper-laminate product grade (the “8120 Grade”) that is supplied to European customers from our Botlek facility in the Netherlands. On July 16, 2018, we announced the submittal to the European Commission of an executed definitive agreement with Venator Materials PLC (“Venator”) to divest the 8120 Grade. The EC’s approval is contingent only upon the divestiture of the 8120 Grade. If the EC approves Venator as the buyer of the 8120 Grade, the EC’s approval of the Cristal transaction will be final. In addition to seeking the divestiture of the 8120 Grade to Venator, we also announced on July 16, 2018 that we had entered into a binding Memorandum of Understanding (“MOU”) providing for the negotiation of a definitive agreement to sell the entirety of Cristal’s Ashtabula, Ohio two-plant TiO 2 In addition, in the MOU, Tronox agreed to pay Venator a $75 million break fee if Tronox is able to consummate the Cristal transaction without divesting Ashtabula and the paper-laminate grade divestiture is completed to obtain final European Commission approval. On May 9, 2018, we entered into an Option Agreement (the “Option Agreement”) with Advanced Metal Industries Cluster Company Limited (“AMIC”) pursuant to which 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 the Kingdom of Saudi Arabia (“KSA”) will be contributed together with $322 million of indebtedness currently held by AMIC (the “AMIC Debt”). The execution of the Option Agreement occurred shortly after we entered into a Technical Services Agreement (the “Technical Services Agreement”) with AMIC pursuant to which we agreed to immediately commence providing technical assistance to AMIC to facilitate the start-up of the Slagger. National Industrialization Company and Cristal each own 50% of AMIC. The strategic intent of the Option Agreement and Technical Services Agreement is to enable us to further optimize the vertical integration between our TiO 2 2 On June 15, 2012, in consideration for the acquisition of 74% of Exxaro Resources Limited’s (“Exxaro’s”) South African mineral sands business and one of its subsidiaries, we issued to Exxaro 51,154,280 Class B ordinary shares (“Class B Shares”). On March 8, 2017, Exxaro announced its intention to begin pursuing a path to monetize its ownership stake in Tronox over time. On October 10, 2017, Exxaro sold 22,425,000 Class A ordinary shares (“Class A Shares”) in an underwritten registered offering. At June 30, 2018 and December 31, 2017, Exxaro held approximately 23% and 24%, respectively, of the voting securities of Tronox Limited. Presently, Exxaro intends to sell the remainder of its Tronox shares in a staged process over time pursuant to the existing registration statement, subject to market conditions. An ownership change as defined under IRC Section 382 could substantially limit our ability to use certain loss and expense carryforwards. See Note 5 for additional information on ownership change under IRC Section 382 and see Note 19 for additional information regarding Exxaro transactions. Exxaro also has a 26% ownership interest in certain of our other non-operating subsidiaries. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017. The unaudited Condensed Consolidated Balance Sheet as of December 31, 2017 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. As a result of the sale of our wholly owned subsidiary Tronox Alkali Corporation (“Alkali”) in the third quarter of 2017, the results of Alkali have been presented as discontinued operations for the three and six months ended June 30, 2017. See Note 3 for additional information. 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. Revisions In our Form 10-Q filed for the period ended March 31, 2018, we disclosed that we revised our long-term debt due within one year and long-term debt, net at December 31, 2017, in our unaudited Condensed Consolidated Balance Sheet. Our long-term debt due within one year had been understated by $5 million with a corresponding overstatement in our long-term debt, net. We identified certain current assets of $7 million which we had included in “Accounts receivable, net of allowance for doubtful accounts” that should have been included in “Prepaid and other assets” in the Consolidated Balance Sheet at December 31, 2017. We have reclassified this amount in the unaudited Condensed Consolidated Balance Sheets presented herein. Recently Adopted Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue [Abstract] | |
Revenue | 2. Revenue Nature of Contracts and Performance Obligations We primarily generate revenue from selling TiO 2 Our promise in a contract typically relates to the transferring of a product or multiple distinct products that are substantially the same and that have the same pattern of transfer, representing a single performance obligation within a contract. We have elected to account for shipping and handling activities that occur after control of the products has transferred to the customer as contract fulfillment activities, rather than a separate performance obligation. Amounts billed to a customer in a sales transaction related to shipping and handling activities continue to be reported as “Net sales” and related costs as “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations. The duration of our contract period is one year or less. As such, we have elected to recognize incremental costs incurred to obtain contracts, which primarily consist of commissions paid to third-party sales agents, as “Selling, general and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations. Furthermore, we have elected not to disclose the value of unsatisfied performance obligations at each period end, given the original expected duration of our contracts are one year or less. Transaction Price Revenue is measured as the amount of consideration that we expect to be entitled in exchange for transferring products to the customer. The transaction price typically consists of fixed cash consideration. We also offer various incentive programs to our customers, such as rebates, discounts, and other price adjustments that represent variable consideration. We estimate variable consideration and include such consideration amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. We adjust our estimate of revenue at the earlier of when the amount of consideration we expect to receive changes or when the consideration becomes fixed. Sales returns rarely happen in our business, therefore it is unlikely that a significant reversal of revenue will occur. Sales and similar taxes we collect on behalf of governmental authorities are excluded from the transaction price for the determination of revenue. The expected costs associated with product warranties continue to be recognized as expense when the products are sold. Customer payment terms and conditions vary by contract and customer, although the timing of revenue recognition typically does not differ from the timing of invoicing. Additionally, as we generally do not grant extended payment terms, we have determined that our contracts generally do not include a significant financing component. Revenue Recognition 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 Balances Contract assets represent our rights to consideration in exchange for products that have transferred to a customer when the right is conditional on situations other than the passage of time. For products that we have transferred to our customers, our rights to the consideration are typically unconditional and only the passage of time is required before payments become due. These unconditional rights are recorded as accounts receivable. As of June 30, 2018, and December 31, 2017, we did not have material contract asset balances. Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. Infrequently we may receive advance payment from our customers that is accounted for as deferred revenue. Deferred revenue is earned when control of the product transfers to the customer, which is typically within a short period of time from when we received the advanced payment. Contract liability balances as of June 30, 2018 and December 31, 2017 were less than $1 million and $3 million, respectively. Contract liability balances were reported as “Accounts payable” in the unaudited Condensed Consolidated Balance Sheets. All contract liabilities as of December 31, 2017 were recognized as revenue in “Net sales” in the unaudited Condensed Consolidated Statements of Operations during the first quarter of 2018. Disaggregation of Revenue We operate under one operating and reportable segment, TiO 2 Net sales to external customers by geographic areas where our customers are located were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 North America $ 185 $ 146 $ 330 $ 277 South and Central America 21 15 37 27 Europe, Middle-East and Africa 149 119 295 235 Asia Pacific 137 141 272 260 Total net sales $ 492 $ 421 $ 934 $ 799 Net sales from external customers for each similar type of product were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Pigment $ 354 $ 306 $ 687 $ 578 Zircon 78 38 139 88 Pig iron 20 13 39 24 Feedstock and other products 25 49 42 80 Electrolytic 15 15 27 29 Total net sales $ 492 $ 421 $ 934 $ 799 Feedstock and other products mainly include rutile prime, ilmenite, Chloride (“CP”) slag and other mining products. Electrolytic products mainly include electrolytic manganese dioxide and boron. On March 21, 2018, we announced that we entered into an agreement to sell our Electrolytic operations. See Note 4. The nature, amount, timing and uncertainty of revenue and cash flows typically do not differ significantly among different products. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | 3. Discontinued Operations In the third quarter of 2017, we completed the previously announced sale of our wholly owned subsidiary Tronox Alkali Corporation (“Alkali”) to Genesis Energy, L.P. Sales, costs and expenses and income taxes attributable to Alkali for the three and six months ended June 30, 2017 have been aggregated in a single caption entitled “Income from discontinued operations, net of tax” in our unaudited Condensed Consolidated Statement of Operations. Alkali, which was previously one of our two operating and reportable segments, included certain allocated corporate costs which have been reallocated to Corporate. The amount of allocated corporate costs was $1 million and $2 million, respectively for the three months and six months ended June 30, 2017. The following table presents the major classes of Alkali’s line items constituting the “Income from discontinued operations, net of tax” in our unaudited Condensed Consolidated Statements of Operations: Three Months ended June 30, 2017 Six Months ended June 30, 2017 Net sales $ 201 $ 392 Cost of goods sold 171 335 Selling, general and administrative expense (6 ) (12 ) Restructuring expense — (1 ) Interest and debt expenses, net 1 1 Income before income taxes 25 45 Income tax provision (3 ) (8 ) Income from discontinued operations, net of tax $ 22 $ 37 |
Assets and Liabilities Held for
Assets and Liabilities Held for Sale | 6 Months Ended |
Jun. 30, 2018 | |
Assets and Liabilities Held for Sale [Abstract] | |
Assets and Liabilities Held for Sale | 4. Assets and Liabilities Held for Sale On March 21, 2018, Tronox LLC, our indirect wholly owned subsidiary, announced that it had entered into a definitive agreement (the “Purchase Agreement”), pursuant to which EMD Acquisition LLC agreed to acquire certain of the assets and liabilities of our Tronox Electrolytic Operations based in Henderson, Nevada (the “Henderson Electrolytic Operations”), a component of our TiO 2 2 As a result of the approval of the Electrolytic Transaction and our entry into the Purchase Agreement, we recorded a total pre-tax charge of $25 million for the expected loss on sale of the assets comprising the Henderson Electrolytic Operations, which was recorded in “Impairment losses” in the unaudited Condensed Consolidated Statements of Operations. This expected loss on sale includes an impairment charge of $15 million for the long-lived assets of the Henderson Electrolytic Operations and an additional loss of $10 million for the difference between the estimated value of Henderson Electrolytic Operations net assets to be delivered at closing and the expected net proceeds. This additional $10 million expected loss on sale has been included in “Accrued liabilities” in our unaudited Condensed Consolidated Balance Sheet as of June 30, 2018. As of June 30, 2018, the assets and liabilities of the Henderson Electrolytic Operations have been classified as held for sale. The table below presents the carrying amounts of the assets and liabilities included in the Transaction: June 30, 2018 Assets: Accounts receivable, net of allowance for doubtful accounts $ 12 Inventories, net 19 Prepaid and other assets 1 Total assets held for sale $ 32 Liabilities: Accounts payable $ 3 Accrued liabilities 1 Asset retirement obligations 4 Total liabilities held for sale $ 8 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | 5. Income Taxes Our operations are conducted through our 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. Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Income tax benefit $ 27 $ — $ 22 $ 3 Income (loss) before income taxes $ 23 $ (17 ) $ (13 ) $ (73 ) Effective tax rate (117 )% — % 169 % 4 % During the three months ended March 31, 2017, Tronox Limited, the public parent which is registered under the laws of the State of Western Australia, became managed and controlled in the United Kingdom (“U.K.”). The effective tax rate for the three and six months ended June 30, 2018 differs from the U.K. statutory rate of 19% primarily due to changes to valuation allowances and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. Tax rates in the United States (“U.S.”) (21% and 35% for corporations in 2018 and 2017, respectively), Australia (30% for corporations), South Africa (28% for limited liability companies), the Netherlands (25% for corporations), Switzerland (8.5% for corporations) and Jersey, U.K. (0% for corporations) all impact our effective tax rate. At each reporting date, . As of June 30, 2018, we determined that sufficient positive evidence exists to reverse the valuation allowance attributable to our operating subsidiary in the Netherlands. This reversal resulted in a one-time, non-cash tax benefit of $48 million. Our analysis considered all positive and negative evidence, including (i) three years of cumulative income for our Netherlands subsidiary, (ii) our continuing and improved profitability over the last twelve months in this jurisdiction, (iii) estimates of continued profitability based on updates to our latest current year forecast and our long-term strategic forecast which became available this quarter, and (iv) changes in the factors that drove losses in the past, primarily pigment prices in Europe. Based on this analysis, we concluded that it was more likely than not that our Dutch operating subsidiary will be able to utilize all of its deferred tax assets. We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia and the U.S., as we cannot objectively assert that these deferred tax assets are more likely than not to be realized. It is reasonably possible that a portion of these valuation allowances could be reversed within the next year due to increased book profitability levels and our pending acquisition of the Cristal TiO 2 The Company’s ability to use certain loss and expense carryforwards could be substantially limited if the Company were to experience an ownership change as defined under IRC Section 382. In general, an ownership change would occur if the Company’s “5-percent shareholders,” as defined under IRC Section 382, collectively increased their ownership in the Company by more than 50 percentage points over a rolling three-year period. If an ownership change does occur during 2018, the resulting impact could be a limitation of up to $5.2 billion. There would be minimal impact on the $2.5 billion future Grantor Trust deductions from an IRC Section 382 change. The Company is currently under audit in Australia and the U.S. 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, additional provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future. Following the continued guidance of Staff Accounting Bulletin 118, our accounting for Tax Cuts and Jobs Act (H.R. 1) is considered to remain incomplete. There are no financial statement differences for the three months and six months ended June 30, 2018 from the reasonable estimates made in the information reported for the year ended December 31, 2017. A limited amount of additional guidance has been issued by the Internal Revenue Service and state taxing authorities, and we continue to wait for guidance pertinent to completing our analysis on the full impact of H.R. 1. |
Income (Loss) Per Share
Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Income (Loss) Per Share [Abstract] | |
Income (Loss) Per Share | 6. Income (Loss) Per Share The computation of basic and diluted income (loss) per share for the periods indicated is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator – Basic and Diluted: Net income (loss) from continuing operations $ 50 $ (17 ) $ 9 $ (70 ) Less: Net income from continuing operations attributable to noncontrolling interest 14 2 17 5 Undistributed net income (loss) from continuing operations attributable to ordinary shares 36 (19 ) (8 ) (75 ) Net income from discontinued operations available to ordinary shares. — 22 — 37 Net income (loss) available to ordinary shares $ 36 $ 3 $ (8 ) $ (38 ) Denominator – Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 123,063 119,188 122,699 118,804 Weighted-average ordinary shares, diluted (in thousands) 126,716 124,301 122,699 118,804 Basic net income (loss) per Ordinary Share: Basic net income (loss) from continuing operations per ordinary share 0.30 (0.16 ) (0.07 ) (0.63 ) Basic net income from discontinued operations per ordinary share — 0.18 — 0.31 Basic net income (loss) per ordinary share $ 0.30 $ 0.02 $ (0.07 ) $ (0.32 ) Diluted net income (loss) per Ordinary Share: Diluted net income (loss) from continuing operations per ordinary share 0.29 (0.16 ) (0.07 ) (0.63 ) Diluted net income from discontinued operations per ordinary share — 0.18 — 0.31 Diluted net income (loss) per ordinary share $ 0.29 $ 0.02 $ (0.07 ) $ (0.32 ) Net income (loss) per ordinary share amounts were calculated from exact, not rounded net income (loss) and share information. We have issued shares of restricted stock which are participating securities that do not have a contractual obligation to share in losses; therefore, when we have a net loss, none of the loss is allocated to participating securities. Consequently, for the six months ended June 30, 2018 and for the three and six months ended 2017, the two-class method did not have an effect on our net income (loss) per ordinary share calculation, and as such, dividends paid during these periods did not impact this calculation. During the three months ended June 30, 2018, the percentage of undistributed net income from continuing operations attributable to the participating securities was insignificant. In computing diluted net income (loss) per share under the two-class method, we considered potentially dilutive shares. Anti-dilutive shares not recognized in the diluted net income (loss) per share calculation for the three and six months ended June 30, 2018 and 2017 were as follows: Three Months Ended June 30, Six Months Ended June 30, Shares Shares 2018 2017 2018 2017 Options 1,328,129 1,930,616 1,328,129 1,930,616 Series A Warrants — 520,849 — 986,558 Series B Warrants — 1,128,376 — 1,940,062 Restricted share units 1,605,156 2,184,658 5,258,259 6,021,045 Series A Warrants were converted into Class A ordinary shares at June 30, 2017 using a rate of 6.02. Series B Warrants were converted into Class A ordinary shares at June 30, 2017 using a rate of 6.03. The Series A Warrants and Series B Warrants expired on February 14, 2018. |
Inventories, Net
Inventories, Net | 6 Months Ended |
Jun. 30, 2018 | |
Inventories, Net [Abstract] | |
Inventories, Net | 7. Inventories, Net Inventories, net consisted of the following: June 30, 2018 December 31, 2017 Raw materials $ 115 $ 137 Work-in-process 38 35 Finished goods, net 188 194 Materials and supplies, net 110 110 Total 451 476 Less: Inventories, net – non-current — (3 ) Inventories, net – current $ 451 $ 473 Materials and supplied, net consists of processing chemicals, maintenance supplies, and spare parts, which will be consumed directly and indirectly in the production of our products. At June 30, 2018 and December 31, 2017, inventory obsolescence reserves primarily for materials and supplies were $15 million and $17 million, respectively. At June 30, 2018 and December 31, 2017, reserves for lower of cost and net realizable value were $23 million and $27 million, respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment, Net | 8. Property, Plant and Equipment, Net Property, plant and equipment, net of accumulated depreciation, consisted of the following: June 30, 2018 December 31, 2017 Land and land improvements $ 97 $ 95 Buildings 247 267 Machinery and equipment 1,326 1,387 Construction-in-progress 113 103 Other 42 41 Subtotal 1,825 1,893 Less: accumulated depreciation (792 ) (778 ) Property, plant and equipment, net $ 1,033 $ 1,115 Substantially all of the Property, plant and equipment, net is pledged as collateral for our debt. See Note 12. The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Cost of goods sold $ 31 $ 31 $ 64 $ 61 Selling, general and administrative expenses 1 1 2 2 Total $ 32 $ 32 $ 66 $ 63 |
Mineral Leaseholds, Net
Mineral Leaseholds, Net | 6 Months Ended |
Jun. 30, 2018 | |
Mineral Leaseholds, Net [Abstract] | |
Mineral Leaseholds, Net | 9. Mineral Leaseholds, Net Mineral leaseholds, net of accumulated depletion, consisted of the following: June 30, 2018 December 31, 2017 Mineral leaseholds $ 1,257 $ 1,303 Less: accumulated depletion (429 ) (418 ) Mineral leaseholds, net $ 828 $ 885 Depletion expense relating to mineral leaseholds recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations was $10 million and $7 million during the three months ended June 30, 2018 and 2017. Depletion expense relating to mineral leaseholds recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations was $18 million and $15 million during the six months ended June 30, 2018 and 2017. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2018 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net | 10. Intangible Assets, Net Intangible assets, net of accumulated amortization, consisted of the following: June 30, 2018 December 31, 2017 Gross Cost Accumulated Amortization Net Carrying Amount Gross Cost Accumulated Amortization Net Carrying Amount Customer relationships $ 291 (144 ) 147 $ 291 $ (134 ) $ 157 TiO 2 32 (12 ) 20 32 (11 ) 21 Internal-use software 48 (27 ) 21 45 (25 ) 20 Intangible assets, net $ 371 (183 ) 188 $ 368 $ (170 ) $ 198 The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Cost of goods sold $ 1 $ 1 $ 1 $ 1 Selling, general and administrative expenses 6 6 12 12 Total $ 7 $ 7 $ 13 $ 13 Estimated future amortization expense related to intangible assets is $13 million for the remainder of 2018, $26 million each for 2019 through 2021, $23 million for 2022, and $74 million thereafter. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 11. Accrued Liabilities Accrued liabilities consisted of the following: June 30, 2018 December 31, 2017 Employee-related costs and benefits $ 53 $ 72 Interest 17 21 Sales rebates 15 19 Taxes other than income taxes 5 7 Expected loss on sale of Henderson Electrolytic Operations (see Note 4) 10 — Professional fees and other 65 44 Accrued liabilities $ 165 $ 163 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt [Abstract] | |
Debt | 12. Debt Long-term Debt On April 6, 2018, Tronox Incorporated issued 6.5% Senior Notes due 2026 for an aggregate principal amount of $615 million (“Senior Notes due 2026”). The 2026 Indenture and the Senior Notes due 2026 provide, among other things, that the Senior Notes due 2026 are senior unsecured obligations of Tronox Incorporated and are guaranteed on a senior and unsecured basis by us and certain of our other subsidiaries. The Senior Notes due 2026 have not been registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. Interest is payable on April 15 and October 15 of each year beginning on October 15, 2018 until their maturity date of April 15, 2026. The terms of the 2026 Indenture, among other things, limit, in certain circumstances, our and certain of our subsidiaries ability to: incur secured indebtedness; engage in certain sale-leaseback transactions; and merge, consolidate or sell substantially all of our assets. The terms of the 2026 Indenture also include certain limitations on our non-guarantor subsidiaries incurring indebtedness. The proceeds of the offering were used to fund the redemption of our Senior Notes due 2022. Debt issuance costs of $10 million related to the Senior Notes due 2026 were recorded as a direct reduction of the carrying value of the long-term debt. Additionally, in connection with the redemption of our Senior Notes due 2022, we recorded $30 million in debt extinguishment costs including a call premium of $22 million during the second quarter of 2018. Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Principal Annual Interest Rate Maturity Date June 30, 2018 December 31, 2017 New Term Loan Facility, net of unamortized discount $ 2,150 Variable 9/22/2024 $ 2,128 $ 2,138 Senior Notes due 2022 600 7.50 % 3/15/2022 — 584 Senior Notes due 2025 450 5.75 % 9/22/2025 450 450 Senior Notes due 2026 615 6.50 % 4/15/2026 615 — Lease financing 17 19 Long-term debt 3,210 3,191 Less: Long-term debt due within one year (22 ) (22 ) Debt issuance costs (41 ) (44 ) Long-term debt, net $ 3,147 $ 3,125 The average effective interest rate for the New Term Loan Facility was 5.5% for both the three and six months ended June 30, 2018. The New Term Loan Facility consists of (i) a U.S. dollar term facility in an aggregate principal amount of $1.5 billion (the “New Term Loans”) and (ii) a U.S. dollar term facility in an aggregate principal amount of $650 million (the “Blocked Term Loan”) to be used for the Cristal Transaction. If the Cristal Transaction is terminated, the Blocked Term Loan will be repaid to the lenders of such Blocked Term Loan, and as the termination would represent a Prepayment Event as defined in our Term Loan Facility, we will be required to prepay $800 million of outstanding borrowing under the New Term Loan Facility. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value [Abstract] | |
Fair Value | 13. Fair Value Our debt is recorded at historical amounts. The following table presents the fair value of our debt at both June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 New Term Loan Facility $ 2,146 $ 2,170 Senior Notes due 2022 NA 609 Senior Notes due 2025 438 463 Senior Notes due 2026 613 NA We determined the fair value of the New Term Loan Facility, the Senior Notes due 2022, the Senior Notes due 2025 and the Senior Notes due 2026 using quoted market prices. The fair value hierarchy for the New Term Loan Facility, the Senior Notes due 2022 the Senior Notes due 2025 and the Senior Notes due 2026 is a Level 1 input. During the three months ended June 30, 2018, we entered into foreign currency contracts for the South African rand to reduce exposure of our foreign affiliate’s balance sheet to fluctuations in foreign currency rates. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in Other income (expense), net within the unaudited Condensed Consolidated Statement of Operations and partially offsets the change in value of intercompany-related receivables not denominated in the functional currency of the affiliate. At June 30, 2018, the aggregate notional amount of outstanding foreign currency contracts was $142 million and the fair value of the foreign currency contracts was a loss of $6 million. We determined the fair value of the foreign currency contracts using inputs other than quoted prices in active markets that are observable either directly or indirectly. The fair value hierarchy for the foreign currency contracts is a Level 2 input. The carrying value of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items. |
Asset Retirement Obligations
Asset Retirement Obligations | 6 Months Ended |
Jun. 30, 2018 | |
Asset Retirement Obligations [Abstract] | |
Asset Retirement Obligations | 14. 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 follow: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Beginning balance $ 83 $ 79 $ 82 $ 76 Additions — — 4 — Accretion expense 2 1 3 2 Remeasurement/translation (6 ) 1 (5 ) 4 Settlements/payments (1 ) (1 ) (2 ) (2 ) Transfers to liabilities held for sale — — (4 ) — Balance, June 30, $ 78 $ 80 $ 78 $ 80 Asset retirement obligations in our unaudited Condensed Consolidated Balance Sheets at June 30, 2018 and December 31, 2017 consist of a current portion of $2 million and $3 million, respectively, included in “Accrued liabilities” and a noncurrent portion of $76 million and $79 million, respectively, included in “Asset retirement obligations”. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Purchase and Capital Commitments Letters of Credit — Other Matters |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss Attributable to Tronox Limited | 6 Months Ended |
Jun. 30, 2018 | |
Accumulated Other Comprehensive Loss Attributable to Tronox Limited [Abstract] | |
Accumulated Other Comprehensive Loss Attributable to Tronox Limited | 16. Accumulated Other Comprehensive Loss Attributable to Tronox Limited The tables below present changes in accumulated other comprehensive income (loss) by component for the three months ended June 30, 2018 and 2017. Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, March 31, 2018 $ (268 ) $ (89 ) $ (1 ) $ (358 ) Other comprehensive loss (139 ) — — (139 ) Amounts reclassified from accumulated other comprehensive income — 1 — 1 Balance, June 30, 2018 $ (407 ) $ (88 ) $ (1 ) $ (496 ) Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, March 31, 2017 $ (390 ) $ (91 ) $ 1 $ (480 ) Other comprehensive income (loss) 27 — (1 ) 26 Balance, June 30, 2017 $ (363 ) $ (91 ) $ — $ (454 ) The tables below present changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2018 and 2017. Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, January 1, 2018 $ (312 ) $ (90 ) $ (1 ) $ (403 ) Other comprehensive loss (95 ) — — (95 ) Amounts reclassified from accumulated other comprehensive income — 2 — 2 Balance, June 30, 2018 $ (407 ) $ (88 ) $ (1 ) $ (496 ) Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, January 1, 2017 $ (408 ) $ (92 ) $ 3 $ (497 ) Other comprehensive income (loss) 45 — (3 ) 42 Amounts reclassified from accumulated other comprehensive income — 1 — 1 Balance, June 30, 2017 $ (363 ) $ (91 ) $ — $ (454 ) |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Share-based Compensation [Abstract] | |
Share-based Compensation | 17. Share-Based Compensation Restricted Share Units (“RSUs”) During 2017, a total of 1,397,471 RSUs were granted, pursuant to an Integration Incentive Award program (“Integration Incentive Award”) established in connection with the Cristal Transaction, to certain executive officers and managers with significant integration accountability. In addition during the second quarter of 2018, an additional 139,225 RSUs were granted under the Integration Incentive Award. These RSUs would have vested two years from the date of the close of the Cristal Transaction and the number of shares that would have been issued to grantees would have been based upon the achievement of established performance conditions. Under the original terms of the Integration Incentive Award, if the Cristal Transaction did not close by July 1, 2018, all unvested awards pursuant to the Integration Incentive Award shall immediately be canceled and forfeited. During the second quarter of 2018, terms of the Integration Incentive Award were modified to eliminate the requirement that the Cristal Transaction must close by July 1, 2018. We accounted for this modification as a Type III modification since, at the modification date, the expectation of the award vesting changed from improbable to probable. As a result, we reversed approximately $6 million of previously recorded expense related to the Integration Incentive Award. The issued and unvested RSUs under the Integration Incentive Award were revalued based on the closing price of the Company’s stock on the modification date and will vest two years from the date the Cristal Transaction closes and based upon the achievement of established performance conditions. As a result, the estimated expense associated with the revalued award is being expensed over the period from the modification date through two years from the estimated date that the Cristal Transaction will close. In addition to the Integration Incentive Award, during the six months ended June 30, 2018, we granted RSUs which have time and/or performance conditions. Both the time-based awards and the performance-based awards are classified as equity awards. For the time-based awards, 59,287 RSUs vest ratably over a one-year period, 5,935 RSUs vest ratably over a ten-month period, 509,171 RSUs vest ratably over a three-year period and 55,870 vest ratably over a thirty-four month, and are valued at the weighted average grant date fair value. For the performance-based awards, 493,331 RSUs cliff vest at the end of three years and 55,868 RSUs cliff vest at the end of thirty-four months. Vesting of the performance-based awards is determined, for 50% of the award, based on Earnings per Share (“EPS”) growth, and the other 50%, based on Operating Return on Net Assets (“ORONA”) over the applicable three-year measurement period. The combined results are then subject to a Total Shareholder Return (“TSR”) modifier calculation over the same three-year measurement period. The TSR metric is considered a market condition for which we use a Monte Carlo simulation to determine the grant date fair value. The unrecognized compensation cost associated with these awards at June 30, 2018 was $29 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of 2.1 years. Options During the second quarter of 2018, 214,763 options were exercised at a weighted average exercise price of $19.09. In connection with these exercises, we received $4 million in cash. |
Pension and Other Postretiremen
Pension and Other Postretirement Healthcare Benefits | 6 Months Ended |
Jun. 30, 2018 | |
Pension and Other Postretirement Healthcare Benefits [Abstract] | |
Pension and Other Postretirement Healthcare Benefits | 18. Pension and Other Postretirement Healthcare Benefits We sponsor a noncontributory qualified defined benefit retirement plan in the U. S. (the “U.S. Qualified Plan”). We also have a collective defined contribution plan (a multiemployer plan) in the Netherlands (the “Netherlands Multiemployer Plan”) and a postretirement healthcare plan in South Africa. The components of net periodic cost associated with our U.S. Qualified Plan recognized in the unaudited Condensed Consolidated Statements of Operations were as follows Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net periodic cost: Service cost $ — $ — $ — $ — Interest cost 4 4 7 8 Expected return on plan assets (4 ) (4 ) (8 ) (8 ) Net amortization of actuarial loss and prior service credit 1 — 2 1 Total net periodic cost $ 1 $ — $ 1 $ 1 As a result of the adoption of ASU 2017-07, the aggregate impact of interest costs, expected return on plan assets and net amortization of actuarial losses component of net periodic costs for the U.S. Qualified Plan of $1 million for the three months ended June 30, 2018 and less than $1 million for the three months ended June 30, 2017, and $1 million each for the six months ended June 30, 2018 and 2017 is presented in “Other expense, net” in the unaudited Condensed Consolidated Statements of Operations. The aggregate impact of all components of net periodic cost associated with the postretirement healthcare plan of $1 million each for the three and six month ended June 30, 2018 and 2017 is presented in “Other expense, net” in the unaudited Condensed Consolidated Statements of Operations as a result of adopting ASU 2017-07. For the three and six-month periods ended June 30, 2018 and 2017, we contributed $1 million and $2 million, respectively to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Operations. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2018 | |
Related Parties [Abstract] | |
Related Parties | 19. Related Parties Exxaro We had service level agreements with Exxaro for research and development that expired during the third quarter of 2017. These service level agreements amounted to expenses of less than $1 million during the three and six months ended June 30, 2017 which was included in “Selling general and administrative expense” in the unaudited Condensed Consolidated Statements of Operations. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Information [Abstract] | |
Segment Information | 20. Segment Information We operate our business under one operating segment, TiO 2, . 2 2 The following table provides net sales and income (loss) from operations of our TiO 2 segment, as well as a reconciliation of our segment income to our income (loss) from continuing operations Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net sales $ 492 $ 421 $ 934 $ 799 TiO 2 $ 108 $ 61 $ 160 $ 93 Reconciliation TiO 2 $ 108 $ 61 $ 160 $ 93 Unallocated corporate expenses (43 ) (29 ) (81 ) (64 ) Interest expense (48 ) (47 ) (97 ) (93 ) Interest income 7 1 15 2 Loss on extinguishment of debt (30 ) — (30 ) — Other income (expense), net 29 (3 ) 20 (11 ) Income (loss) from continuing operations before income taxes $ 23 (17 ) (13 ) (73 ) |
The Company (Policies)
The Company (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
The Company [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017. The unaudited Condensed Consolidated Balance Sheet as of December 31, 2017 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. As a result of the sale of our wholly owned subsidiary Tronox Alkali Corporation (“Alkali”) in the third quarter of 2017, the results of Alkali have been presented as discontinued operations for the three and six months ended June 30, 2017. See Note 3 for additional information. 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. |
Revisions | Revisions In our Form 10-Q filed for the period ended March 31, 2018, we disclosed that we revised our long-term debt due within one year and long-term debt, net at December 31, 2017, in our unaudited Condensed Consolidated Balance Sheet. Our long-term debt due within one year had been understated by $5 million with a corresponding overstatement in our long-term debt, net. We identified certain current assets of $7 million which we had included in “Accounts receivable, net of allowance for doubtful accounts” that should have been included in “Prepaid and other assets” in the Consolidated Balance Sheet at December 31, 2017. We have reclassified this amount in the unaudited Condensed Consolidated Balance Sheets presented herein. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue [Abstract] | |
Disaggregation of Revenue | Net sales to external customers by geographic areas where our customers are located were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 North America $ 185 $ 146 $ 330 $ 277 South and Central America 21 15 37 27 Europe, Middle-East and Africa 149 119 295 235 Asia Pacific 137 141 272 260 Total net sales $ 492 $ 421 $ 934 $ 799 Net sales from external customers for each similar type of product were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Pigment $ 354 $ 306 $ 687 $ 578 Zircon 78 38 139 88 Pig iron 20 13 39 24 Feedstock and other products 25 49 42 80 Electrolytic 15 15 27 29 Total net sales $ 492 $ 421 $ 934 $ 799 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations [Abstract] | |
Financial Information of Discontinued Operations | The following table presents the major classes of Alkali’s line items constituting the “Income from discontinued operations, net of tax” in our unaudited Condensed Consolidated Statements of Operations: Three Months ended June 30, 2017 Six Months ended June 30, 2017 Net sales $ 201 $ 392 Cost of goods sold 171 335 Selling, general and administrative expense (6 ) (12 ) Restructuring expense — (1 ) Interest and debt expenses, net 1 1 Income before income taxes 25 45 Income tax provision (3 ) (8 ) Income from discontinued operations, net of tax $ 22 $ 37 |
Assets and Liabilities Held f31
Assets and Liabilities Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Assets and Liabilities Held for Sale [Abstract] | |
Carrying Amounts of the Assets and Liabilities Held for Sale | The table below presents the carrying amounts of the assets and liabilities included in the Transaction: June 30, 2018 Assets: Accounts receivable, net of allowance for doubtful accounts $ 12 Inventories, net 19 Prepaid and other assets 1 Total assets held for sale $ 32 Liabilities: Accounts payable $ 3 Accrued liabilities 1 Asset retirement obligations 4 Total liabilities held for sale $ 8 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | 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. Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 Income tax benefit $ 27 $ — $ 22 $ 3 Income (loss) before income taxes $ 23 $ (17 ) $ (13 ) $ (73 ) Effective tax rate (117 )% — % 169 % 4 % |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income (Loss) Per Share [Abstract] | |
Computation of Basic and Diluted Income (Loss) per Share | The computation of basic and diluted income (loss) per share for the periods indicated is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator – Basic and Diluted: Net income (loss) from continuing operations $ 50 $ (17 ) $ 9 $ (70 ) Less: Net income from continuing operations attributable to noncontrolling interest 14 2 17 5 Undistributed net income (loss) from continuing operations attributable to ordinary shares 36 (19 ) (8 ) (75 ) Net income from discontinued operations available to ordinary shares. — 22 — 37 Net income (loss) available to ordinary shares $ 36 $ 3 $ (8 ) $ (38 ) Denominator – Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 123,063 119,188 122,699 118,804 Weighted-average ordinary shares, diluted (in thousands) 126,716 124,301 122,699 118,804 Basic net income (loss) per Ordinary Share: Basic net income (loss) from continuing operations per ordinary share 0.30 (0.16 ) (0.07 ) (0.63 ) Basic net income from discontinued operations per ordinary share — 0.18 — 0.31 Basic net income (loss) per ordinary share $ 0.30 $ 0.02 $ (0.07 ) $ (0.32 ) Diluted net income (loss) per Ordinary Share: Diluted net income (loss) from continuing operations per ordinary share 0.29 (0.16 ) (0.07 ) (0.63 ) Diluted net income from discontinued operations per ordinary share — 0.18 — 0.31 Diluted net income (loss) per ordinary share $ 0.29 $ 0.02 $ (0.07 ) $ (0.32 ) |
Anti-Dilutive Shares Not Recognized in Diluted Earnings per Share Calculation | Anti-dilutive shares not recognized in the diluted net income (loss) per share calculation for the three and six months ended June 30, 2018 and 2017 were as follows: Three Months Ended June 30, Six Months Ended June 30, Shares Shares 2018 2017 2018 2017 Options 1,328,129 1,930,616 1,328,129 1,930,616 Series A Warrants — 520,849 — 986,558 Series B Warrants — 1,128,376 — 1,940,062 Restricted share units 1,605,156 2,184,658 5,258,259 6,021,045 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventories, Net [Abstract] | |
Inventories, Net | Inventories, net consisted of the following: June 30, 2018 December 31, 2017 Raw materials $ 115 $ 137 Work-in-process 38 35 Finished goods, net 188 194 Materials and supplies, net 110 110 Total 451 476 Less: Inventories, net – non-current — (3 ) Inventories, net – current $ 451 $ 473 |
Property, Plant and Equipment35
Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment, Net of Accumulated Depreciation | Property, plant and equipment, net of accumulated depreciation, consisted of the following: June 30, 2018 December 31, 2017 Land and land improvements $ 97 $ 95 Buildings 247 267 Machinery and equipment 1,326 1,387 Construction-in-progress 113 103 Other 42 41 Subtotal 1,825 1,893 Less: accumulated depreciation (792 ) (778 ) Property, plant and equipment, net $ 1,033 $ 1,115 |
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 Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Cost of goods sold $ 31 $ 31 $ 64 $ 61 Selling, general and administrative expenses 1 1 2 2 Total $ 32 $ 32 $ 66 $ 63 |
Mineral Leaseholds, Net (Tables
Mineral Leaseholds, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Mineral Leaseholds, Net [Abstract] | |
Mineral Leaseholds, Net of Accumulated Depletion | Mineral leaseholds, net of accumulated depletion, consisted of the following: June 30, 2018 December 31, 2017 Mineral leaseholds $ 1,257 $ 1,303 Less: accumulated depletion (429 ) (418 ) Mineral leaseholds, net $ 828 $ 885 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net of Accumulated Amortization | Intangible assets, net of accumulated amortization, consisted of the following: June 30, 2018 December 31, 2017 Gross Cost Accumulated Amortization Net Carrying Amount Gross Cost Accumulated Amortization Net Carrying Amount Customer relationships $ 291 (144 ) 147 $ 291 $ (134 ) $ 157 TiO 2 32 (12 ) 20 32 (11 ) 21 Internal-use software 48 (27 ) 21 45 (25 ) 20 Intangible assets, net $ 371 (183 ) 188 $ 368 $ (170 ) $ 198 |
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 Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Cost of goods sold $ 1 $ 1 $ 1 $ 1 Selling, general and administrative expenses 6 6 12 12 Total $ 7 $ 7 $ 13 $ 13 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following: June 30, 2018 December 31, 2017 Employee-related costs and benefits $ 53 $ 72 Interest 17 21 Sales rebates 15 19 Taxes other than income taxes 5 7 Expected loss on sale of Henderson Electrolytic Operations (see Note 4) 10 — Professional fees and other 65 44 Accrued liabilities $ 165 $ 163 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt [Abstract] | |
Long-Term Debt, Net of Unamortized Discount and Debt Issuance Costs | Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Principal Annual Interest Rate Maturity Date June 30, 2018 December 31, 2017 New Term Loan Facility, net of unamortized discount $ 2,150 Variable 9/22/2024 $ 2,128 $ 2,138 Senior Notes due 2022 600 7.50 % 3/15/2022 — 584 Senior Notes due 2025 450 5.75 % 9/22/2025 450 450 Senior Notes due 2026 615 6.50 % 4/15/2026 615 — Lease financing 17 19 Long-term debt 3,210 3,191 Less: Long-term debt due within one year (22 ) (22 ) Debt issuance costs (41 ) (44 ) Long-term debt, net $ 3,147 $ 3,125 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value [Abstract] | |
Fair Value of Debt | The following table presents the fair value of our debt at both June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 New Term Loan Facility $ 2,146 $ 2,170 Senior Notes due 2022 NA 609 Senior Notes due 2025 438 463 Senior Notes due 2026 613 NA |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Asset Retirement Obligations [Abstract] | |
Asset Retirement Obligations | Activities related to asset retirement obligations were as follow: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Beginning balance $ 83 $ 79 $ 82 $ 76 Additions — — 4 — Accretion expense 2 1 3 2 Remeasurement/translation (6 ) 1 (5 ) 4 Settlements/payments (1 ) (1 ) (2 ) (2 ) Transfers to liabilities held for sale — — (4 ) — Balance, June 30, $ 78 $ 80 $ 78 $ 80 |
Accumulated Other Comprehensi42
Accumulated Other Comprehensive Loss Attributable to Tronox Limited (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accumulated Other Comprehensive Loss Attributable to Tronox Limited [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | The tables below present changes in accumulated other comprehensive income (loss) by component for the three months ended June 30, 2018 and 2017. Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, March 31, 2018 $ (268 ) $ (89 ) $ (1 ) $ (358 ) Other comprehensive loss (139 ) — — (139 ) Amounts reclassified from accumulated other comprehensive income — 1 — 1 Balance, June 30, 2018 $ (407 ) $ (88 ) $ (1 ) $ (496 ) Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, March 31, 2017 $ (390 ) $ (91 ) $ 1 $ (480 ) Other comprehensive income (loss) 27 — (1 ) 26 Balance, June 30, 2017 $ (363 ) $ (91 ) $ — $ (454 ) The tables below present changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2018 and 2017. Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, January 1, 2018 $ (312 ) $ (90 ) $ (1 ) $ (403 ) Other comprehensive loss (95 ) — — (95 ) Amounts reclassified from accumulated other comprehensive income — 2 — 2 Balance, June 30, 2018 $ (407 ) $ (88 ) $ (1 ) $ (496 ) Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Derivatives Total Balance, January 1, 2017 $ (408 ) $ (92 ) $ 3 $ (497 ) Other comprehensive income (loss) 45 — (3 ) 42 Amounts reclassified from accumulated other comprehensive income — 1 — 1 Balance, June 30, 2017 $ (363 ) $ (91 ) $ — $ (454 ) |
Pension and Other Postretirem43
Pension and Other Postretirement Healthcare Benefits (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Pension and Other Postretirement Healthcare Benefits [Abstract] | |
Net Periodic Cost Associated with the U.S. Defined Benefit Plans and The Netherlands Defined Plan | The components of net periodic cost associated with our U.S. Qualified Plan recognized in the unaudited Condensed Consolidated Statements of Operations were as follows Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net periodic cost: Service cost $ — $ — $ — $ — Interest cost 4 4 7 8 Expected return on plan assets (4 ) (4 ) (8 ) (8 ) Net amortization of actuarial loss and prior service credit 1 — 2 1 Total net periodic cost $ 1 $ — $ 1 $ 1 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Information [Abstract] | |
Net Sales and Income (Loss) from Operations | The following table provides net sales and income (loss) from operations of our TiO 2 segment, as well as a reconciliation of our segment income to our income (loss) from continuing operations Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net sales $ 492 $ 421 $ 934 $ 799 TiO 2 $ 108 $ 61 $ 160 $ 93 Reconciliation TiO 2 $ 108 $ 61 $ 160 $ 93 Unallocated corporate expenses (43 ) (29 ) (81 ) (64 ) Interest expense (48 ) (47 ) (97 ) (93 ) Interest income 7 1 15 2 Loss on extinguishment of debt (30 ) — (30 ) — Other income (expense), net 29 (3 ) 20 (11 ) Income (loss) from continuing operations before income taxes $ 23 (17 ) (13 ) (73 ) |
The Company (Details)
The Company (Details) $ in Millions | Jul. 16, 2018USD ($)Plant | Oct. 10, 2017shares | Feb. 21, 2017USD ($)shares | Jun. 15, 2012shares | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)SegmentFacilityOperationJurisdiction | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)Segment | May 09, 2018USD ($) |
The Company [Abstract] | ||||||||||
Number of reporting segments | Segment | 1 | 2 | ||||||||
Number of mining operations | Operation | 3 | |||||||||
Loan for capital expenditure and operational expenses | $ 14 | $ 0 | ||||||||
Revisions [Abstract] | ||||||||||
Long-term debt due within one year | $ 22 | 22 | $ 22 | |||||||
Long-term debt, net | 3,147 | 3,147 | 3,125 | |||||||
Accounts receivable, net of allowance for doubtful accounts | 341 | 341 | 329 | |||||||
Prepaid and other assets | 81 | 81 | $ 60 | |||||||
Recently Adopted Accounting Pronouncements [Abstract] | ||||||||||
Income (loss) from operations | 65 | $ 32 | 79 | 29 | ||||||
Other expense | $ 29 | (3) | $ 20 | (11) | ||||||
TiO2 Segment [Member] | Pigment [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Number of production facilities | Facility | 3 | |||||||||
Exxaro [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Acquisition percentage | 74.00% | |||||||||
Percentage of Tronox Limited's voting securities | 23.00% | 23.00% | 24.00% | |||||||
Venator Materials PLC [Member] | Ashtabula [Member] | Subsequent Event [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Number of plants for sale under agreement | Plant | 2 | |||||||||
Definitive agreement negotiation period | 75 days | |||||||||
Break Fee | $ 75 | |||||||||
SPV [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Ownership interest | 90.00% | 90.00% | ||||||||
Class A [Member] | Exxaro [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Exxaro Share Transaction (in shares) | shares | 22,425,000 | |||||||||
Class B [Member] | Exxaro [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Exxaro Share Transaction (in shares) | shares | 51,154,280 | |||||||||
Restatement Adjustment [Member] | ||||||||||
Revisions [Abstract] | ||||||||||
Long-term debt due within one year | $ 5 | $ 5 | ||||||||
Long-term debt, net | $ (5) | $ (5) | ||||||||
Accounts receivable, net of allowance for doubtful accounts | $ (7) | |||||||||
Prepaid and other assets | 7 | |||||||||
Other Non-Operating Subsidiaries [Member] | Exxaro [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Ownership interest | 26.00% | 26.00% | ||||||||
Cristal's Titanium Dioxide Business [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Cash consideration for acquisition | $ 1,673 | |||||||||
Acquisition percentage | 24.00% | |||||||||
Period of automatic extension under definitive agreement | 3 months | |||||||||
Number of regulatory jurisdictions from which Company received approval for transaction | Jurisdiction | 7 | |||||||||
Total number of regulatory jurisdictions | Jurisdiction | 9 | |||||||||
Cristal's Titanium Dioxide Business [Member] | Class A [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Exxaro Share Transaction (in shares) | shares | 37,580,000 | |||||||||
Slagger [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Maturity period of loan | 18 months | |||||||||
Loan for capital expenditure and operational expenses | $ 14 | |||||||||
Slagger [Member] | Maximum [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Loan commitment | $ 125 | |||||||||
Slagger [Member] | Advanced Metal Industries Cluster Company Limited [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Ownership interest | 90.00% | |||||||||
Debt outstanding | $ 322 | |||||||||
Slagger [Member] | National Industrialization Company [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Ownership interest | 50.00% | |||||||||
Slagger [Member] | Cristal Global [Member] | ||||||||||
The Company [Abstract] | ||||||||||
Ownership interest | 50.00% | |||||||||
ASU 2017-07 [Member] | ||||||||||
Recently Adopted Accounting Pronouncements [Abstract] | ||||||||||
Income (loss) from operations | (1) | (2) | ||||||||
Other expense | $ 1 | $ 2 | ||||||||
ASU 2016-18 [Member] | Blocked Term Loan [Member] | ||||||||||
Recently Adopted Accounting Pronouncements [Abstract] | ||||||||||
Restricted cash | $ 656 | $ 656 | 651 | |||||||
ASU 2016-18 [Member] | Performance Bonds [Member] | ||||||||||
Recently Adopted Accounting Pronouncements [Abstract] | ||||||||||
Restricted cash | $ 2 |
Revenue (Details)
Revenue (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)Segment | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)Segment | |
Contract Balances [Abstract] | |||||
Contract liability balances | $ 3 | ||||
Disaggregation of Revenue [Abstract] | |||||
Number of operating segments | Segment | 1 | 2 | |||
Number of reportable segments | Segment | 1 | 2 | |||
Net sales | $ 492 | $ 421 | $ 934 | $ 799 | |
Maximum [Member] | |||||
Contract Balances [Abstract] | |||||
Duration of contract | 1 year | ||||
Contract liability balances | 1 | $ 1 | |||
Pigment [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 354 | 306 | 687 | 578 | |
Zircon [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 78 | 38 | 139 | 88 | |
Pig Iron [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 20 | 13 | 39 | 24 | |
Feedstock and Other Products [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 25 | 49 | 42 | 80 | |
Electrolytic [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 15 | 15 | 27 | 29 | |
North America [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 185 | 146 | 330 | 277 | |
South and Central America [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 21 | 15 | 37 | 27 | |
Europe, Middle-East and Africa [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 149 | 119 | 295 | 235 | |
Asia Pacific [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | $ 137 | $ 141 | $ 272 | $ 260 |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)Segment | Jun. 30, 2017USD ($) | Dec. 31, 2017Segment | |
Discontinued Operations [Abstract] | |||||
Number of operating segments | Segment | 1 | 2 | |||
Number of reporting segments | Segment | 1 | 2 | |||
Condensed Consolidated Statements of Operations [Abstract] | |||||
Income from discontinued operations, net of tax | $ 0 | $ 22 | $ 0 | $ 37 | |
Alkali Chemicals Group [Member] | |||||
Discontinued Operations [Abstract] | |||||
Allocated corporate costs | 1 | 2 | |||
Condensed Consolidated Statements of Operations [Abstract] | |||||
Net sales | 201 | 392 | |||
Cost of goods sold | 171 | 335 | |||
Selling, general and administrative expense | (6) | (12) | |||
Restructuring expense | 0 | (1) | |||
Interest and debt expenses, net | 1 | 1 | |||
Income before income taxes | 25 | 45 | |||
Income tax provision | (3) | (8) | |||
Income from discontinued operations, net of tax | $ 22 | $ 37 |
Assets and Liabilities Held f48
Assets and Liabilities Held for Sale (Details) - USD ($) $ in Millions | Mar. 21, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Assets and Liabilities Held for Sale [Abstract] | |||
Estimated loss on difference between estimated value of net assets to be disposed of and estimated net proceeds | $ 10 | $ 0 | |
Assets [Abstract] | |||
Total assets held for sale | 32 | $ 0 | |
Henderson Electrolytic Operations [Member] | |||
Assets and Liabilities Held for Sale [Abstract] | |||
Amount of consideration to be received | $ 13 | ||
Pre-tax loss on sale of assets, recorded in "Impairment losses" | 25 | ||
Impairment charge | 15 | ||
Estimated loss on difference between estimated value of net assets to be disposed of and estimated net proceeds | $ (10) | ||
Held-for-sale [Member] | Henderson Electrolytic Operations [Member] | |||
Assets [Abstract] | |||
Accounts receivable, net of allowance for doubtful accounts | 12 | ||
Inventories, net | 19 | ||
Prepaid and other assets | 1 | ||
Total assets held for sale | 32 | ||
Liabilities [Abstract] | |||
Accounts payable | 3 | ||
Accrued liabilities | 1 | ||
Asset retirement obligations | 4 | ||
Total liabilities held for sale | $ 8 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Taxes [Abstract] | ||||
Income tax benefit | $ 27 | $ 0 | $ 22 | $ 3 |
Income (loss) before income taxes | $ 23 | $ (17) | $ (13) | $ (73) |
Effective tax rate | (117.00%) | 0.00% | 169.00% | 4.00% |
Income Taxes [Abstract] | ||||
Net operating losses and interest limitation carryforwards subject to limitation upon ownership change | $ 5,200 | $ 5,200 | ||
Future Grantor Trust deductions | $ 2,500 | $ 2,500 | ||
United Kingdom [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 19.00% | 19.00% | ||
U.S. Federal [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 21.00% | 35.00% | ||
Australia [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 30.00% | |||
South Africa [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 28.00% | |||
Netherlands [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 25.00% | |||
Benefit due to reversal of valuation allowance | $ (48) | |||
Switzerland [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 8.50% | |||
Jersey, U.K. [Member] | ||||
Income Taxes [Abstract] | ||||
Statutory tax rate | 0.00% |
Income (Loss) Per Share, Comput
Income (Loss) Per Share, Computation of Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator - Basic and Diluted [Abstract] | ||||
Net income (loss) from continuing operations | $ 50 | $ (17) | $ 9 | $ (70) |
Less: Net income from continuing operations attributable to noncontrolling interest | 14 | 2 | 17 | 5 |
Undistributed net income (loss) from continuing operations attributable to ordinary shares | 36 | (19) | (8) | (75) |
Net income from discontinued operations available to ordinary shares | 0 | 22 | 0 | 37 |
Net income (loss) available to ordinary shares | $ 36 | $ 3 | $ (8) | $ (38) |
Denominator - Basic and Diluted [Abstract] | ||||
Weighted-average ordinary shares, basic (in shares) | 123,063 | 119,188 | 122,699 | 118,804 |
Weighted-average ordinary shares, diluted (in shares) | 126,716 | 124,301 | 122,699 | 118,804 |
Basic net income (loss) per Ordinary Share [Abstract] | ||||
Basic net income (loss) from continuing operations per ordinary share (in dollars per share) | $ 0.30 | $ (0.16) | $ (0.07) | $ (0.63) |
Basic net income from discontinued operations per ordinary share (in dollars per share) | 0 | 0.18 | 0 | 0.31 |
Net income (loss) per share, basic (in dollars per share) | 0.30 | 0.02 | (0.07) | (0.32) |
Diluted net income (loss) per Ordinary Share [Abstract] | ||||
Diluted net income (loss) from continuing operations per ordinary share (in dollars per share) | 0.29 | (0.16) | (0.07) | (0.63) |
Diluted net income from discontinued operations per ordinary share (in dollars per share) | 0 | 0.18 | 0 | 0.31 |
Net income (loss) per share, diluted (in dollars per share) | $ 0.29 | $ 0.02 | $ (0.07) | $ (0.32) |
Income (Loss) Per Share, Comp51
Income (Loss) Per Share, Computation of Anti-Dilutive Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Options [Member] | ||||
Anti-dilutive shares not recognized in diluted net income (loss) per share calculation [Abstract] | ||||
Shares (in shares) | 1,328,129 | 1,930,616 | 1,328,129 | 1,930,616 |
Series A Warrants [Member] | ||||
Anti-dilutive shares not recognized in diluted net income (loss) per share calculation [Abstract] | ||||
Shares (in shares) | 0 | 520,849 | 0 | 986,558 |
Warrant conversion rate (in shares) | 6.02 | 6.02 | ||
Series B Warrants [Member] | ||||
Anti-dilutive shares not recognized in diluted net income (loss) per share calculation [Abstract] | ||||
Shares (in shares) | 0 | 1,128,376 | 0 | 1,940,062 |
Warrant conversion rate (in shares) | 6.03 | 6.03 | ||
Restricted Share Units [Member] | ||||
Anti-dilutive shares not recognized in diluted net income (loss) per share calculation [Abstract] | ||||
Shares (in shares) | 1,605,156 | 2,184,658 | 5,258,259 | 6,021,045 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Components of inventories [Abstract] | ||
Raw materials | $ 115 | $ 137 |
Work-in-process | 38 | 35 |
Finished goods, net | 188 | 194 |
Materials and supplies, net | 110 | 110 |
Total | 451 | 476 |
Less: Inventories, net - non-current | 0 | (3) |
Inventories, net - current | 451 | 473 |
Inventory obsolescence reserves | 15 | 17 |
Reserves for lower of cost and net realizable value | $ 23 | $ 27 |
Property, Plant and Equipment53
Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Property, plant and equipment, net of accumulated depreciation [Abstract] | |||||
Subtotal | $ 1,825 | $ 1,825 | $ 1,893 | ||
Less: accumulated depreciation | (792) | (792) | (778) | ||
Property, plant and equipment, net | 1,033 | 1,033 | 1,115 | ||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 32 | $ 32 | 66 | $ 63 | |
Cost of Goods Sold [Member] | |||||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 31 | 31 | 64 | 61 | |
Selling, General and Administrative Expenses [Member] | |||||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 1 | $ 1 | 2 | $ 2 | |
Land and Land Improvements [Member] | |||||
Property, plant and equipment, net of accumulated depreciation [Abstract] | |||||
Subtotal | 97 | 97 | 95 | ||
Buildings [Member] | |||||
Property, plant and equipment, net of accumulated depreciation [Abstract] | |||||
Subtotal | 247 | 247 | 267 | ||
Machinery and Equipment [Member] | |||||
Property, plant and equipment, net of accumulated depreciation [Abstract] | |||||
Subtotal | 1,326 | 1,326 | 1,387 | ||
Construction-in-Progress [Member] | |||||
Property, plant and equipment, net of accumulated depreciation [Abstract] | |||||
Subtotal | 113 | 113 | 103 | ||
Other [Member] | |||||
Property, plant and equipment, net of accumulated depreciation [Abstract] | |||||
Subtotal | $ 42 | $ 42 | $ 41 |
Mineral Leaseholds, Net (Detail
Mineral Leaseholds, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Summary of minerals leaseholds, net of accumulated depletion [Abstract] | |||||
Mineral leaseholds | $ 1,257 | $ 1,257 | $ 1,303 | ||
Less: accumulated depletion | (429) | (429) | (418) | ||
Mineral leaseholds, net | 828 | 828 | $ 885 | ||
Depletion expense relating to mineral leaseholds recorded in cost of goods sold | $ 10 | $ 7 | $ 18 | $ 15 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross cost | $ 371 | $ 371 | $ 368 | ||
Accumulated amortization | (183) | (183) | (170) | ||
Net carrying amount | 188 | 188 | 198 | ||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 7 | $ 7 | 13 | $ 13 | |
Estimated future amortization expense related to intangible assets [Abstract] | |||||
Remainder of 2018 | 13 | 13 | |||
2,019 | 26 | 26 | |||
2,020 | 26 | 26 | |||
2,021 | 26 | 26 | |||
2,022 | 23 | 23 | |||
Thereafter | 74 | 74 | |||
Cost of Goods Sold [Member] | |||||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 1 | 1 | 1 | 1 | |
Selling, General and Administrative Expenses [Member] | |||||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 6 | $ 6 | 12 | $ 12 | |
Customer Relationships [Member] | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross cost | 291 | 291 | 291 | ||
Accumulated amortization | (144) | (144) | (134) | ||
Net carrying amount | 147 | 147 | 157 | ||
TiO2 Technology [Member] | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross cost | 32 | 32 | 32 | ||
Accumulated amortization | (12) | (12) | (11) | ||
Net carrying amount | 20 | 20 | 21 | ||
Internal-use Software [Member] | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross cost | 48 | 48 | 45 | ||
Accumulated amortization | (27) | (27) | (25) | ||
Net carrying amount | $ 21 | $ 21 | $ 20 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Summary of accrued liabilities [Abstract] | ||
Employee-related costs and benefits | $ 53 | $ 72 |
Interest | 17 | 21 |
Sales rebates | 15 | 19 |
Taxes other than income taxes | 5 | 7 |
Expected loss on sale of Henderson Electrolytic Operations (see Note 4) | 10 | 0 |
Professional fees and other | 65 | 44 |
Accrued liabilities | $ 165 | $ 163 |
Debt, Long-Term Debt (Details)
Debt, Long-Term Debt (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Long-term Debt [Abstract] | |||||
Debt issuance costs | $ 41 | $ 41 | $ 44 | ||
Debt extinguishment costs | (30) | $ 0 | (30) | $ 0 | |
Senior Notes Due 2026 [Member] | |||||
Long-term Debt [Abstract] | |||||
Debt issuance costs | 10 | $ 10 | |||
Senior Notes Due 2022 [Member] | |||||
Long-term Debt [Abstract] | |||||
Debt extinguishment costs | 30 | ||||
Call premium | $ 22 |
Debt, Long-Term Debt, Net of Un
Debt, Long-Term Debt, Net of Unamortized Discount and Debt Issuance Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||
Long-term debt | $ 3,210 | $ 3,210 | $ 3,191 |
Less: Long-term debt due within one year | (22) | (22) | (22) |
Debt issuance costs | (41) | (41) | (44) |
Long-term debt, net | 3,147 | 3,147 | 3,125 |
New Term Loan Facility [Member] | |||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||
Original principal | 2,150 | $ 2,150 | |
Annual interest rate | Variable | ||
Maturity date | Sep. 22, 2024 | ||
Long-term debt | $ 2,128 | $ 2,128 | 2,138 |
Average effective interest rate | 5.50% | 5.50% | |
New Term Loan [Member] | |||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||
Original principal | $ 1,500 | $ 1,500 | |
Repayment of outstanding balance | 800 | ||
Blocked Term Loan [Member] | |||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||
Original principal | 650 | 650 | |
Senior Notes Due 2022 [Member] | |||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||
Original principal | $ 600 | $ 600 | |
Annual interest rate | 7.50% | 7.50% | |
Maturity date | Mar. 15, 2022 | ||
Long-term debt | $ 0 | $ 0 | 584 |
Senior Notes Due 2025 [Member] | |||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||
Original principal | $ 450 | $ 450 | |
Annual interest rate | 5.75% | 5.75% | |
Maturity date | Sep. 22, 2025 | ||
Long-term debt | $ 450 | $ 450 | 450 |
Senior Notes Due 2026 [Member] | |||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||
Original principal | $ 615 | $ 615 | |
Annual interest rate | 6.50% | 6.50% | |
Maturity date | Apr. 15, 2026 | ||
Long-term debt | $ 615 | $ 615 | 0 |
Debt issuance costs | (10) | (10) | |
Lease Financing [Member] | |||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | |||
Long-term debt | $ 17 | $ 17 | $ 19 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Level 2 [Member] | Foreign Currency Contracts [Member] | ||
Fair Value [Abstract] | ||
Aggregate notional amount of outstanding foreign currency contracts | $ 142 | |
Fair value of foreign currency contracts | (6) | |
New Term Loan Facility [Member] | Level 1 [Member] | ||
Fair Value [Abstract] | ||
Fair value of debt | 2,146 | $ 2,170 |
Senior Notes Due 2022 [Member] | Level 1 [Member] | ||
Fair Value [Abstract] | ||
Fair value of debt | 609 | |
Senior Notes Due 2025 [Member] | Level 1 [Member] | ||
Fair Value [Abstract] | ||
Fair value of debt | 438 | $ 463 |
Senior Notes Due 2026 [Member] | Level 1 [Member] | ||
Fair Value [Abstract] | ||
Fair value of debt | $ 613 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Activity related to asset retirement obligations [Roll Forward] | |||||
Beginning balance | $ 83 | $ 79 | $ 82 | $ 76 | |
Additions | 0 | 0 | 4 | 0 | |
Accretion expense | 2 | 1 | 3 | 2 | |
Remeasurement/translation | (6) | 1 | (5) | 4 | |
Settlements/payments | (1) | (1) | (2) | (2) | |
Transfers to liabilities held for sale | 0 | 0 | (4) | 0 | |
Ending balance | 78 | $ 80 | 78 | $ 80 | |
Asset retirement obligations [Abstract] | |||||
Asset retirement obligations, current | 2 | 2 | $ 3 | ||
Asset retirement obligations, noncurrent | $ 76 | $ 76 | $ 79 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2018USD ($) |
Purchase commitments, fiscal year maturity [Abstract] | |
Remainder of 2018 | $ 104 |
2,019 | 61 |
2,020 | 44 |
2,021 | 40 |
2,022 | 24 |
Thereafter | 96 |
Commitments and Contingencies [Abstract] | |
Loss contingency | 42 |
Letters of Credit [Member] | |
Commitments and Contingencies [Abstract] | |
Loss contingency | 19 |
Bank Guarantees [Member] | |
Commitments and Contingencies [Abstract] | |
Loss contingency | $ 23 |
Accumulated Other Comprehensi62
Accumulated Other Comprehensive Loss Attributable to Tronox Limited (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Changes in accumulated other comprehensive income (loss) by component [Roll Forward] | ||||
Balance | $ 1,015 | |||
Balance | $ 897 | 897 | ||
Accumulated Other Comprehensive Loss [Member] | ||||
Changes in accumulated other comprehensive income (loss) by component [Roll Forward] | ||||
Balance | (358) | $ (480) | (403) | $ (497) |
Other comprehensive income (loss) | (139) | 26 | (95) | 42 |
Amounts reclassified from accumulated other comprehensive income | 1 | 2 | 1 | |
Balance | (496) | (454) | (496) | (454) |
Cumulative Translation Adjustment [Member] | ||||
Changes in accumulated other comprehensive income (loss) by component [Roll Forward] | ||||
Balance | (268) | (390) | (312) | (408) |
Other comprehensive income (loss) | (139) | 27 | (95) | 45 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | |
Balance | (407) | (363) | (407) | (363) |
Pension Liability Adjustment [Member] | ||||
Changes in accumulated other comprehensive income (loss) by component [Roll Forward] | ||||
Balance | (89) | (91) | (90) | (92) |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income | 1 | 2 | 1 | |
Balance | (88) | (91) | (88) | (91) |
Unrealized Gains (Losses) on Derivatives [Member] | ||||
Changes in accumulated other comprehensive income (loss) by component [Roll Forward] | ||||
Balance | (1) | 1 | (1) | 3 |
Other comprehensive income (loss) | 0 | (1) | 0 | (3) |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | |
Balance | $ (1) | $ 0 | $ (1) | $ 0 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Restricted Share Units (RSUs), Time-Based Awards [Member] | Tranche One [Member] | |||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||
Granted (in shares) | 59,287 | ||
Award vesting period | 1 year | ||
Restricted Share Units (RSUs), Time-Based Awards [Member] | Tranche Two [Member] | |||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||
Granted (in shares) | 5,935 | ||
Award vesting period | 10 months | ||
Restricted Share Units (RSUs), Time-Based Awards [Member] | Tranche Three [Member] | |||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||
Granted (in shares) | 509,171 | ||
Award vesting period | 3 years | ||
Restricted Share Units (RSUs), Time-Based Awards [Member] | Tranche Four [Member] | |||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||
Granted (in shares) | 55,870 | ||
Award vesting period | 34 months | ||
Restricted Share Units (RSUs), Performance-Based Awards [Member] | |||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||
Award vesting percentage based on EPS growth | 50.00% | ||
Award vesting percentage based on ORONA over measurement period | 50.00% | ||
Performance measurement period | 3 years | ||
Unrecognized compensation expense related to nonvested restricted shares and nonvested RSUs, adjusted for estimated forfeitures | $ 29 | $ 29 | |
Weighted average period of recognition for unrecognized compensation expense | 2 years 1 month 6 days | ||
Restricted Share Units (RSUs), Performance-Based Awards [Member] | Tranche One [Member] | |||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||
Granted (in shares) | 493,331 | ||
Award vesting period | 3 years | ||
Restricted Share Units (RSUs), Performance-Based Awards [Member] | Tranche Two [Member] | |||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||
Granted (in shares) | 55,868 | ||
Award vesting period | 34 months | ||
Options [Member] | |||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||
Exercised (in shares) | 214,763 | ||
Weighted average exercise price (in dollars per share) | $ 19.09 | ||
Cash received from exercise of stock options | $ 4 | ||
Integration Incentive Award [Member] | Restricted Share Units (RSUs) [Member] | Executive Officers and Managers [Member] | |||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||
Granted (in shares) | 139,225 | ||
Award vesting period | 2 years | ||
Reversal of compensation expense | $ 6 | ||
Integration Incentive Award [Member] | Restricted Share Units (RSUs), Performance-Based Awards [Member] | Executive Officers and Managers [Member] | |||
Restricted Shares and Restricted Share Units ("RSUs"), Number of Shares [Roll Forward] | |||
Granted (in shares) | 1,397,471 |
Pension and Other Postretirem64
Pension and Other Postretirement Healthcare Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net periodic cost [Abstract] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 4 | 4 | 7 | 8 |
Expected return on plan assets | (4) | (4) | (8) | (8) |
Net amortization of actuarial loss and prior service credit | 1 | 0 | 2 | 1 |
Total net periodic cost | $ 1 | 0 | $ 1 | 1 |
Pension Plan [Member] | ||||
Pension and Other Postretirement Healthcare Benefits [Abstract] | ||||
Defined Benefit Plan, Tax Status [Extensible List] | us-gaap:QualifiedPlanMember | us-gaap:QualifiedPlanMember | ||
Pension Plan [Member] | ASU 2017-07 [Member] | Other Expense, Net [Member] | ||||
Net periodic cost [Abstract] | ||||
Total net periodic cost | $ 1 | $ 1 | 1 | |
Pension Plan [Member] | ASU 2017-07 [Member] | Other Expense, Net [Member] | Maximum [Member] | ||||
Net periodic cost [Abstract] | ||||
Total net periodic cost | 1 | |||
Postretirement Healthcare Plans [Member] | ASU 2017-07 [Member] | Other Expense, Net [Member] | ||||
Net periodic cost [Abstract] | ||||
Total net periodic cost | 1 | 1 | 1 | 1 |
Multiemployer Plans, Pension [Member] | Netherlands [Member] | Cost of Goods Sold [Member] | ||||
Multiemployer Plans [Abstract] | ||||
Employer contribution amount | $ 1 | $ 1 | $ 2 | $ 2 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Exxaro [Member] | Maximum [Member] | ||
Related Parties [Abstract] | ||
Selling, general and administrative expenses to related party transaction | $ 1 | $ 1 |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)Segment | Jun. 30, 2017USD ($) | Dec. 31, 2017Segment | |
Net sales and income (loss) from operations by segment [Abstract] | |||||
Segment [Extensible List] | us-gaap:TiO2SegmentMember | ||||
Number of operating segments | Segment | 1 | 2 | |||
Net sales | $ 492 | $ 421 | $ 934 | $ 799 | |
Operating income | 65 | 32 | 79 | 29 | |
Reconciliation [Abstract] | |||||
Operating income | 65 | 32 | 79 | 29 | |
Interest expense | (48) | (47) | (97) | (93) | |
Interest income | 7 | 1 | 15 | 2 | |
Loss on extinguishment of debt | (30) | 0 | (30) | 0 | |
Other income (expense), net | 29 | (3) | 20 | (11) | |
Income (loss) from continuing operations before income taxes | 23 | (17) | (13) | (73) | |
Operating Segments [Member] | |||||
Net sales and income (loss) from operations by segment [Abstract] | |||||
Net sales | 492 | 421 | 934 | 799 | |
Operating income | 108 | 61 | 160 | 93 | |
Reconciliation [Abstract] | |||||
Operating income | 108 | 61 | 160 | 93 | |
Corporate [Member] | |||||
Reconciliation [Abstract] | |||||
Unallocated corporate expenses | $ (43) | $ (29) | $ (81) | $ (64) |