Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 20, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-35573 | |
Entity Registrant Name | TRONOX HOLDINGS PLC | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 98-1467236 | |
Entity Address, Address Line One | 263 Tresser Boulevard | |
Entity Address, Address Line Two | Suite 1100 | |
Entity Address, City or Town | Stamford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06901 | |
City Area Code | 203 | |
Local Phone Number | 705-3800 | |
Title of 12(b) Security | Ordinary Shares, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Trading Symbol | TROX | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 154,465,072 | |
Entity Central Index Key | 0001530804 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 895 | $ 870 | $ 2,805 | $ 2,688 |
Cost of goods sold | 663 | 626 | 2,078 | 2,011 |
Gross profit | 232 | 244 | 727 | 677 |
Selling, general and administrative expenses | 69 | 76 | 220 | 234 |
Venator settlement | 0 | 0 | 85 | 0 |
Income from operations | 163 | 168 | 422 | 443 |
Interest expense | (32) | (37) | (92) | (123) |
Interest income | 2 | 1 | 6 | 4 |
Loss on extinguishment of debt | 0 | (3) | (21) | (60) |
Other income, net | 8 | 12 | 12 | 6 |
Income before income taxes | 141 | 141 | 327 | 270 |
Income tax benefit (provision) | (18) | (28) | 187 | (54) |
Net income | 123 | 113 | 514 | 216 |
Net income attributable to noncontrolling interest | 2 | 2 | 2 | 13 |
Net income attributable to Tronox Holdings plc | $ 121 | $ 111 | $ 512 | $ 203 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.78 | $ 0.72 | $ 3.30 | $ 1.34 |
Diluted (in dollars per share) | $ 0.77 | $ 0.70 | $ 3.23 | $ 1.29 |
Weighted average shares outstanding, basic (in thousands) (in shares) | 154,548 | 153,762 | 155,027 | 151,472 |
Weighted average shares outstanding, diluted (in thousands) (in shares) | 156,948 | 159,020 | 158,201 | 157,148 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 123 | $ 113 | $ 514 | $ 216 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (122) | (70) | (175) | (62) |
Pension and postretirement plans: | ||||
Actuarial losses, (net of tax benefit of nil in both the three and nine months ended September 30, 2022 and less than $1 million in both the three and nine months September 30, 2021) | 0 | 1 | 0 | (1) |
Amortization of unrecognized actuarial losses, (net of tax benefit of less than $1 million in both the three months ended September 30, 2022 and 2021, respectively, and $1 million and less than $1 million in the nine months ended September 30, 2022 and 2021, respectively) | 1 | 1 | 2 | 3 |
Total pension and postretirement gains | 1 | 2 | 2 | 2 |
Realized (gains) losses on derivatives reclassified from accumulated other comprehensive loss to the Condensed Consolidated Statement of Income (net of tax expense of less than $1 million and nil in the three months ended September 30, 2022 and 2021, respectively, and net of tax expense of $1 million and nil in the nine months ended September 30, 2022 and 2021) | (1) | (13) | (23) | (22) |
Unrealized (losses) gains on derivative financial instruments, (net of tax benefit of $1 million and nil for the three months ended September 30, 2022 and 2021, respectively and net of tax expense of $3 million and nil for the nine months ended September 30, 2022 and 2021, respectively) - See Note 12 | 7 | 0 | 50 | 12 |
Other comprehensive loss | (115) | (81) | (146) | (70) |
Total comprehensive income | 8 | 32 | 368 | 146 |
Comprehensive income (loss) attributable to noncontrolling interest: | ||||
Net income | 2 | 2 | 2 | 13 |
Foreign currency translation adjustments | (2) | (4) | 1 | (9) |
Comprehensive (loss) income attributable to noncontrolling interest | 0 | (2) | 3 | 4 |
Comprehensive income attributable to Tronox Holdings plc | $ 8 | $ 34 | $ 365 | $ 142 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Actuarial losses, tax benefit (less than) | $ 0 | $ (1,000,000) | $ 0 | $ (1,000,000) |
Amortization of unrecognized actuarial losses, tax benefit (less than) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Realized (gains) losses on derivative instruments, tax expense (less than) | 1,000,000 | 0 | 1,000,000 | 0 |
Unrealized (losses) gains on derivative instruments, tax expense (benefit) | $ (1,000,000) | $ 0 | $ 3,000,000 | $ 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 91 | $ 228 |
Restricted cash | 0 | 4 |
Accounts receivable (net of allowance for credit losses of $4 million and $4 million as of September 30, 2022 and December 31, 2021, respectively) | 584 | 631 |
Inventories, net | 1,132 | 1,048 |
Prepaid and other assets | 155 | 132 |
Income taxes receivable | 5 | 6 |
Total current assets | 1,967 | 2,049 |
Noncurrent Assets | ||
Property, plant and equipment, net | 1,749 | 1,710 |
Mineral leaseholds, net | 693 | 747 |
Intangible assets, net | 251 | 217 |
Lease right of use assets, net | 82 | 85 |
Deferred tax assets | 1,216 | 985 |
Other long-term assets | 201 | 194 |
Total assets | 6,159 | 5,987 |
Current Liabilities | ||
Accounts payable | 426 | 438 |
Accrued liabilities | 262 | 328 |
Short-term lease liabilities | 18 | 26 |
Short-term debt | 84 | 0 |
Long-term debt due within one year | 22 | 18 |
Income taxes payable | 26 | 12 |
Total current liabilities | 838 | 822 |
Noncurrent Liabilities | ||
Long-term debt, net | 2,463 | 2,558 |
Pension and postretirement healthcare benefits | 108 | 116 |
Asset retirement obligations | 136 | 139 |
Environmental liabilities | 64 | 66 |
Long-term lease liabilities | 55 | 55 |
Deferred tax liabilities | 143 | 157 |
Other long-term liabilities | 30 | 32 |
Total liabilities | 3,837 | 3,945 |
Commitments and Contingencies - Note 15 | ||
Shareholders’ Equity | ||
Tronox Holdings plc ordinary shares, par value $0.01 — 154,460,592 shares issued and outstanding at September 30, 2022 and 153,934,677 shares issued and outstanding at December 31, 2021 | 2 | 2 |
Capital in excess of par value | 2,038 | 2,067 |
Retained earnings | 1,116 | 663 |
Accumulated other comprehensive loss | (885) | (738) |
Total Tronox Holdings plc shareholders’ equity | 2,271 | 1,994 |
Noncontrolling interest | 51 | 48 |
Total equity | 2,322 | 2,042 |
Total liabilities and equity | $ 6,159 | $ 5,987 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Accounts receivable, allowance for credit loss | $ 4 | $ 4 |
Shareholders’ Equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 154,460,592 | 153,934,677 |
Common stock, shares outstanding (in shares) | 154,460,592 | 153,934,677 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 514 | $ 216 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 201 | 227 |
Deferred income taxes | (241) | 13 |
Share-based compensation expense | 21 | 23 |
Amortization of deferred debt issuance costs and discount on debt | 6 | 8 |
Loss on extinguishment of debt | 21 | 60 |
Other non-cash items affecting net income | 51 | 23 |
Changes in assets and liabilities: | ||
Decrease (increase) in accounts receivable, net of allowance for credit losses | 7 | (95) |
(Increase) decrease in inventories, net | (151) | 104 |
Decrease in prepaid and other assets | 16 | 36 |
(Decrease) Increase in accounts payable and accrued liabilities | (55) | 26 |
Net changes in income tax payables and receivables | 17 | 14 |
Changes in other non-current assets and liabilities | (49) | (54) |
Cash provided by operating activities | 358 | 601 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (314) | (183) |
Insurance proceeds | 0 | 1 |
Proceeds from sale of assets | 3 | 1 |
Cash used in investing activities | (311) | (181) |
Cash Flows from Financing Activities: | ||
Repayments of short-term debt | (24) | 0 |
Repayments of long-term debt | (511) | (3,008) |
Proceeds from long-term debt | 396 | 2,375 |
Proceeds from short-term debt | 87 | 0 |
Repurchase of common stock | (50) | 0 |
Call premiums paid | (18) | (40) |
Debt issuance costs | (4) | (36) |
Proceeds from the exercise of options | 0 | 6 |
Dividends paid | (60) | (46) |
Restricted stock and performance-based shares settled in cash for withholding taxes | 0 | (3) |
Cash used in financing activities | (184) | (752) |
Effects of exchange rate changes on cash and cash equivalents and restricted cash | (4) | (3) |
Net decrease in cash, cash equivalents and restricted cash | (141) | (335) |
Cash, cash equivalents and restricted cash at beginning of period | 232 | 648 |
Cash, cash equivalents and restricted cash at end of period | 91 | 313 |
Supplemental cash flow information: | ||
Interest paid, net | 99 | 113 |
Income taxes paid | $ 37 | $ 25 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Millions | Total | Total Tronox Holdings plc Shareholders’ Equity | Ordinary Shares | Capital in Excess of par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Non- controlling Interest |
Balance, beginning of period (in shares) at Dec. 31, 2020 | 143,557,000 | ||||||
Balance, beginning of period at Dec. 31, 2020 | $ 1,871 | $ 1,698 | $ 1 | $ 1,873 | $ 434 | $ (610) | $ 173 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 26 | 19 | 19 | 7 | |||
Other comprehensive income (loss) | (34) | (24) | (24) | (10) | |||
Share-based compensation (in shares) | 2,545,000 | ||||||
Share-based compensation | 9 | 9 | 9 | ||||
Shares cancelled (in shares) | (101,000) | ||||||
Shares cancelled | (2) | (2) | (2) | ||||
Options exercised (in shares) | 11,000 | ||||||
Options exercised | 0 | ||||||
Ordinary share dividends | (13) | (13) | (13) | ||||
Acquisition of noncontrolling interest (in shares) | 7,246,000 | ||||||
Acquisition of noncontrolling interest | 0 | 125 | $ 1 | 158 | (34) | (125) | |
Balance, end of period (in shares) at Mar. 31, 2021 | 153,258,000 | ||||||
Balance, end of period at Mar. 31, 2021 | 1,857 | 1,812 | $ 2 | 2,038 | 440 | (668) | 45 |
Balance, beginning of period (in shares) at Dec. 31, 2020 | 143,557,000 | ||||||
Balance, beginning of period at Dec. 31, 2020 | 1,871 | 1,698 | $ 1 | 1,873 | 434 | (610) | 173 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 216 | ||||||
Other comprehensive income (loss) | (70) | ||||||
Acquisition of noncontrolling interest | (34) | ||||||
Balance, end of period (in shares) at Sep. 30, 2021 | 153,825,000 | ||||||
Balance, end of period at Sep. 30, 2021 | 1,999 | 1,950 | $ 2 | 2,057 | 596 | (705) | 49 |
Balance, beginning of period (in shares) at Mar. 31, 2021 | 153,258,000 | ||||||
Balance, beginning of period at Mar. 31, 2021 | 1,857 | 1,812 | $ 2 | 2,038 | 440 | (668) | 45 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 77 | 73 | 73 | 4 | |||
Other comprehensive income (loss) | 45 | 40 | 40 | 5 | |||
Share-based compensation (in shares) | 225,000 | ||||||
Share-based compensation | 7 | 7 | 7 | ||||
Shares cancelled (in shares) | (31,000) | ||||||
Shares cancelled | (1) | (1) | (1) | ||||
Options exercised (in shares) | 137,000 | ||||||
Options exercised | 3 | 3 | 3 | ||||
Ordinary share dividends | (12) | (12) | (12) | ||||
Balance, end of period (in shares) at Jun. 30, 2021 | 153,589,000 | ||||||
Balance, end of period at Jun. 30, 2021 | 1,976 | 1,922 | $ 2 | 2,047 | 501 | (628) | 54 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 113 | 111 | 111 | 2 | |||
Other comprehensive income (loss) | (81) | (77) | (77) | (4) | |||
Share-based compensation (in shares) | 69,000 | ||||||
Share-based compensation | 7 | 7 | 7 | ||||
Shares cancelled (in shares) | (4,000) | ||||||
Shares cancelled | 0 | ||||||
Options exercised (in shares) | 171,000 | ||||||
Options exercised | 3 | 3 | 3 | ||||
Ordinary share dividends | (19) | (16) | (16) | (3) | |||
Balance, end of period (in shares) at Sep. 30, 2021 | 153,825,000 | ||||||
Balance, end of period at Sep. 30, 2021 | 1,999 | 1,950 | $ 2 | 2,057 | 596 | (705) | 49 |
Balance, beginning of period (in shares) at Dec. 31, 2021 | 153,935,000 | ||||||
Balance, beginning of period at Dec. 31, 2021 | 2,042 | 1,994 | $ 2 | 2,067 | 663 | (738) | 48 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 16 | 16 | 16 | ||||
Other comprehensive income (loss) | 109 | 101 | 101 | 8 | |||
Share-based compensation (in shares) | 3,254,000 | ||||||
Share-based compensation | 7 | 7 | 7 | ||||
Shares cancelled (in shares) | (9,000) | ||||||
Shares cancelled | 0 | ||||||
Options exercised (in shares) | 3,000 | ||||||
Options exercised | 0 | ||||||
Shares repurchased and cancelled (in shares) | (1,386,000) | ||||||
Shares repurchased and cancelled | (25) | (25) | (25) | ||||
Ordinary share dividends | (20) | (20) | (20) | ||||
Balance, end of period (in shares) at Mar. 31, 2022 | 155,797,000 | ||||||
Balance, end of period at Mar. 31, 2022 | 2,129 | 2,073 | $ 2 | 2,049 | 659 | (637) | 56 |
Balance, beginning of period (in shares) at Dec. 31, 2021 | 153,935,000 | ||||||
Balance, beginning of period at Dec. 31, 2021 | 2,042 | 1,994 | $ 2 | 2,067 | 663 | (738) | 48 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 514 | ||||||
Other comprehensive income (loss) | $ (146) | ||||||
Options exercised (in shares) | 13,881 | ||||||
Balance, end of period (in shares) at Sep. 30, 2022 | 154,461,000 | ||||||
Balance, end of period at Sep. 30, 2022 | $ 2,322 | 2,271 | $ 2 | 2,038 | 1,116 | (885) | 51 |
Balance, beginning of period (in shares) at Mar. 31, 2022 | 155,797,000 | ||||||
Balance, beginning of period at Mar. 31, 2022 | 2,129 | 2,073 | $ 2 | 2,049 | 659 | (637) | 56 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 375 | 375 | 375 | ||||
Other comprehensive income (loss) | (140) | (135) | (135) | (5) | |||
Share-based compensation (in shares) | 91,000 | ||||||
Share-based compensation | 7 | 7 | 7 | ||||
Shares cancelled (in shares) | (8,000) | ||||||
Shares cancelled | 0 | 0 | |||||
Options exercised (in shares) | 11,000 | ||||||
Options exercised | 0 | 0 | |||||
Shares repurchased and cancelled (in shares) | (1,458,000) | ||||||
Shares repurchased and cancelled | (25) | (25) | (25) | ||||
Ordinary share dividends | (20) | (20) | (20) | ||||
Balance, end of period (in shares) at Jun. 30, 2022 | 154,433,000 | ||||||
Balance, end of period at Jun. 30, 2022 | 2,326 | 2,275 | $ 2 | 2,031 | 1,014 | (772) | 51 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 123 | 121 | 121 | 2 | |||
Other comprehensive income (loss) | (115) | (113) | (113) | (2) | |||
Share-based compensation (in shares) | 28,000 | ||||||
Share-based compensation | 7 | 7 | 7 | ||||
Ordinary share dividends | (19) | (19) | (19) | ||||
Balance, end of period (in shares) at Sep. 30, 2022 | 154,461,000 | ||||||
Balance, end of period at Sep. 30, 2022 | $ 2,322 | $ 2,271 | $ 2 | $ 2,038 | $ 1,116 | $ (885) | $ 51 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Dividend paid per share (in dollars per share) | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.10 | $ 0.08 | $ 0.08 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia, South Africa and Brazil to produce feedstock materials that can be processed into TiO 2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. It is our long-term strategic goal to be vertically integrated and consume all of our feedstock materials in our own nine TiO 2 pigment facilities which we operate in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO 2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of Zircon and pig iron, which we also supply to customers around the world. We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement of its financial position as of September 30, 2022, and its results of operations for the three and nine months ended September 30, 2022 and 2021. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate due to one or more future confirming events could have a material effect on the financial statements, including, among other things, any potential impacts on the economy as a result of macroeconomic conditions, inflationary pressures, political instability, and supply chain disruptions. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform Financial Reporting.” This amendment is elective in nature. Amongst other aspects, this standard provides for practical expedients and exceptions to current accounting standards that reference a rate which is expected to be dissolved (e.g., London Interbank Offered Rate “LIBOR”) as it relates to hedge accounting, contract modifications and other transactions that reference this rate, subject to meeting certain criteria. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. We have conducted an internal assessment to identify items that would be impacted as a result of the dissolution of LIBOR. Based upon this assessment, we have determined that this change will be most impactful to our intercompany debt agreements and interest rate swap agreements. Upon conversion of these benchmark rates, we intend to elect the practical expedients allowed under this standard which is expected to result in an immaterial impact to the financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers to the customer at a specified destination or time. Contract assets represent our rights to consideration in exchange for products that have transferred to a customer when the right is conditional on situations other than the passage of time. For products that we have transferred to our customers, our rights to the consideration are typically unconditional and only the passage of time is required before payments become due. These unconditional rights are recorded as "Accounts receivable" in the unaudited Condensed Consolidated Balance Sheets. As of September 30, 2022, and December 31, 2021, we did not have material contract asset balances. Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. From time to time, we may receive advance payment from our customers that is accounted for as deferred revenue. Deferred revenue is earned when control of the product transfers to the customer, which is typically within a short period of time from when we received the advanced payment. Contract liability balances as of September 30, 2022 and December 31, 2021 were approximately $1 million and $2 million, respectively. Contract liability balances were reported as “Accounts payable” in the unaudited Condensed Consolidated Balance Sheets. All material contract liabilities as of December 31, 2021 were recognized as revenue in “Net sales” in the unaudited Condensed Consolidated Statements of Income during the first quarter of 2022. Disaggregation of Revenue We operate under one operating and reportable segment, Tronox. We disaggregate our revenue from contracts with customers by product type and geographic area. We believe this level of disaggregation appropriately depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors and reflects how our business is managed. Net sales to external customers by geographic areas where our customers are located were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America $ 228 $ 183 $ 628 $ 546 South and Central America 73 63 213 194 Europe, Middle-East and Africa 331 345 1,069 1,059 Asia Pacific 263 279 895 889 Total net sales $ 895 $ 870 $ 2,805 $ 2,688 Net sales from external customers for each similar type of product were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 TiO 2 $ 673 $ 682 $ 2,215 $ 2,118 Zircon 128 116 346 360 Feedstock and other products 94 72 244 210 Total net sales $ 895 $ 870 $ 2,805 $ 2,688 Feedstock and other products mainly include pig iron, TiCl 4 and other mining products. During the nine months ended September 30, 2022 and 2021, our ten largest third-party customers represented 30% and 28%, respectively, of our consolidated net sales. During the nine months ended September 30, 2022 and 2021, no single customer accounted for 10% of our consolidated net sales. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our operations are conducted through various subsidiaries in a number of countries throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Income before income taxes is comprised of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Income tax (provision) benefit $ (18) $ (28) $ 187 $ (54) Income before income taxes $ 141 $ 141 $ 327 $ 270 Effective tax rate 13 % 20 % (57) % 20 % Tronox Holdings plc, a U.K. public limited company is the parent company for the business group, and the statutory tax rate in the U.K. at both September 30, 2022 and 2021 was 19%. The effective tax rates for both the three months ended September 30, 2022 and 2021 are impacted by a variety of factors, primarily income and losses in jurisdictions with valuation allowances, disallowable expenditures, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. The effective tax rate for the three months and the nine months ended September 30, 2022 was significantly impacted by the release of a portion of the valuation allowance in Australia. In addition to that, the effective tax rate for the nine months ended September 30, 2022 was significantly impacted by the non-deductible Venator settlement and the related interest expense from the Venator settlement in a jurisdiction with a full valuation allowance as well as a $7 million deferred tax benefit from statutory tax rate changes in two foreign jurisdictions. At each reporting date, we perform an analysis to determine the likelihood of realizing our deferred tax assets and whether any valuation allowances are required. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including the reversals of deferred tax liabilities) during the periods in which those deferred tax assets will become deductible. Our analysis takes into consideration all available positive and negative evidence, including prior operating results, the nature and reason for any losses, our forecast of future taxable income, utilization of tax planning strategies, and the dates on which any deferred tax assets are expected to expire. These assumptions and estimates require a significant amount of judgment and are made based on current and projected circumstances and conditions. During the nine months ended September 30, 2022, we determined that sufficient positive evidence existed to reverse a portion of the valuation allowance attributable to the deferred tax assets associated with our operations in Australia. This reversal resulted in non-cash deferred tax benefits of $16 million and $278 million for the three and nine months ended September 30, 2022, respectively. Our analysis considered all positive and negative evidence, including (i) three years of cumulative income for our Australian subsidiaries, (ii) our continuing and improved profitability over the last twelve months, (iii) estimates of continued profitability based on updates to our latest forecasts, (iv) changes in the factors that drove losses in the past, and (v) an evaluation of specific deferred tax assets for limitations under certain Australian tax provisions. Based on this analysis, we concluded that it is more likely than not that our Australian subsidiaries will be able to utilize all of their deferred tax assets except for those which are classified as Capital Gains Tax (CGT) assets. These CGT assets represent losses which can only be utilized against CGT gains, and because the company has no foreseeable source of CGT gains, we will continue to carry an Australian valuation allowance with a current estimated value of $475 million. We continue to maintain full valuation allowances related to the total net deferred tax assets in Switzerland and the United Kingdom, as we cannot objectively assert that these deferred tax assets are more likely than not to be realized. Until these valuation allowances are eliminated, future provisions for income taxes for these jurisdictions will include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against specific tax assets in Australia, South Africa and the United States. The Company currently has no uncertain tax positions recorded. We believe that we have made adequate provision for income taxes that may be payable with respect to years open for examination; however, the ultimate outcome is not presently known and, accordingly, adjustments to our provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future. |
Income Per Share
Income Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Income Per Share | Income Per Share The computation of basic and diluted income per share for the periods indicated is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator - Basic and Diluted: Net income $ 123 $ 113 $ 514 $ 216 Less: Net income attributable to noncontrolling interest 2 2 2 13 Net income available to ordinary shares $ 121 $ 111 $ 512 $ 203 Denominator - Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 154,548 153,762 155,027 151,472 Weighted-average ordinary shares, diluted (in thousands) 156,948 159,020 158,201 157,148 Basic net income per ordinary share $ 0.78 $ 0.72 $ 3.30 $ 1.34 Diluted net income per ordinary share $ 0.77 $ 0.70 $ 3.23 $ 1.29 Net income per ordinary share amounts were calculated from exact, not rounded net income and share information. Anti-dilutive shares not recognized in the diluted net income per share calculation for the three and nine months ended September 30, 2022 and 2021 were as follows: Shares Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Options 518,934 495,314 518,934 495,314 Restricted share units 1,333,723 16,488 1,330,971 29,787 |
Accounts Receivable Securitizat
Accounts Receivable Securitization Program | 9 Months Ended |
Sep. 30, 2022 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization Program | Accounts Receivable Securitization Program On March 15, 2022, the Company entered into an accounts receivable securitization arrangement (“Securitization Facility”) with a financial institution, through our wholly owned special purpose bankruptcy-remote subsidiary Tronox Securitization LLC (“ SPE”). The purpose of this arrangement is to enhance the Company's financial flexibility by providing additional liquidity. The Securitization Facility permits the SPE to sell accounts receivable up to $75 million (the “Facility Limit”). Under the Securitization Facility, our wholly owned U.S. operating subsidiary, Tronox LLC (“Originator”), sells its entire accounts receivable on a periodic basis to the SPE. The SPE in turn sells undivided interests in the portion of the receivables that meet certain eligibility criteria, pursuant to the terms of a receivable purchase agreement, to the administrative agent (acting on behalf of the purchaser) in exchange for cash, not to exceed the Facility Limit. The SPE retains the remaining receivables as unsold receivables which are pledged as a collateral for the sold receivables to which the purchaser is granted a first priority security interest. Following the sale of the receivables by the Originator to the SPE, the receivables are legally isolated from Tronox and its affiliated entities, and upon the subsequent sale and transfer of the receivables from the SPE to the administrative agent, effective control of the receivables is passed to the purchaser, which has all rights, including the right to pledge or sell the receivables. Any new receivables that are not sold to the purchaser by the SPE are added to the unsold receivables held as collateral. During March 2022, the Company sold accounts receivable having an aggregate face value of $75 million to the purchaser in exchange for cash proceeds of $75 million. At September 30, 2022, we also retained approximately $34 million of unsold receivables which we pledged as collateral for the sold receivables. As this transaction represents a true sale, we |
Inventories, Net
Inventories, Net | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net Inventories, net consisted of the following: September 30, 2022 December 31, 2021 Raw materials $ 244 $ 265 Work-in-process 127 117 Finished goods, net 519 461 Materials and supplies, net 242 205 Inventories, net – current $ 1,132 $ 1,048 Materials and supplies, net consists of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of our products. At September 30, 2022 and December 31, 2021, inventory obsolescence reserves primarily for materials and supplies were $42 million and $43 million, respectively. Reserves for lower of cost or market and net realizable value were $20 million and $11 million at September 30, 2022 and December 31, 2021, respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net of accumulated depreciation, consisted of the following: September 30, 2022 December 31, 2021 Land and land improvements $ 178 $ 188 Buildings 359 365 Machinery and equipment 2,231 2,234 Construction-in-progress 398 263 Other 61 73 Subtotal 3,227 3,123 Less: accumulated depreciation (1,478) (1,413) Property, plant and equipment, net $ 1,749 $ 1,710 Substantially all of the property, plant and equipment, net is pledged as collateral for our debt. See Note 11. The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Income: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Cost of goods sold $ 50 $ 54 $ 152 $ 171 Selling, general and administrative expenses 1 1 3 4 Total $ 51 $ 55 $ 155 $ 175 |
Mineral Leaseholds, Net
Mineral Leaseholds, Net | 9 Months Ended |
Sep. 30, 2022 | |
Extractive Industries [Abstract] | |
Mineral Leaseholds, Net | Mineral Leaseholds, Net Mineral leaseholds, net of accumulated depletion, consisted of the following: September 30, 2022 December 31, 2021 Mineral leaseholds $ 1,263 $ 1,306 Less: accumulated depletion (570) (559) Mineral leaseholds, net $ 693 $ 747 |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net of accumulated amortization, consisted of the following: September 30, 2022 December 31, 2021 Gross Cost Accumulated Net Carrying Gross Cost Accumulated Net Carrying Customer relationships $ 291 $ (226) $ 65 $ 291 $ (211) $ 80 TiO 2 technology 93 (36) 57 93 (31) 62 Internal-use software and other 172 (43) 129 120 (45) 75 Intangible assets, net $ 556 $ (305) $ 251 $ 504 $ (287) $ 217 As of September 30, 2022 and December 31, 2021, internal-use software included approximately $103 million and $68 million, respectively, of capitalized software costs which are not being amortized as the software is not ready for its intended use. The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Income: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Cost of goods sold $ 1 $ — $ 1 $ 1 Selling, general and administrative expenses 6 8 22 23 Total $ 7 $ 8 $ 23 $ 24 Estimated future amortization expense related to intangible assets is $9 million for the remainder of 2022, $47 million for 2023, $29 million for 2024, $33 million for 2025, $14 million for 2026 and $119 million thereafter. |
Balance Sheet and Cash Flow Sup
Balance Sheet and Cash Flow Supplemental Information | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet and Cash Flow Supplemental Information | Balance Sheet and Cash Flow Supplemental Information Accrued liabilities consisted of the following: September 30, 2022 December 31, 2021 Employee-related costs and benefits $ 104 $ 155 Related party payables 6 1 Interest 2 20 Sales rebates 32 36 Taxes other than income taxes 13 18 Asset retirement obligations 7 10 Interest rate swaps — 25 Other accrued liabilities 98 63 Accrued liabilities $ 262 $ 328 Additional supplemental cash flow information for the nine months ended September 30, 2022 and 2021 and as of September 30, 2022 and December 31, 2021 is as follows: Nine Months Ended September 30, Supplemental non cash information: 2022 2021 Financing activities - Acquisition of noncontrolling interest $ — $ 125 Financing activities - Initial commercial insurance premium financing agreement $ 21 $ — September 30, 2022 December 31, 2021 Capital expenditures acquired but not yet paid $ 78 $ 75 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-Term Debt Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Annual Maturity September 30, 2022 December 31, 2021 Term Loan Facility, net of unamortized discount (1) 1,300 Variable 3/11/2028 897 897 2022 Term Loan Facility, net of unamortized discount (1) 400 Variable 4/4/2029 394 — Senior Notes due 2029 1,075 4.625 % 3/15/2029 1,075 1,075 6.5% Senior Secured Notes due 2025 500 6.50 % 5/1/2025 — 500 Standard Bank Term Loan Facility (1) 98 Variable 11/11/2026 75 92 Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1 1 MGT Loan (2) 36 Variable Variable 31 33 Finance leases 46 14 Long-term debt 2,519 2,612 Less: Long-term debt due within one year (22) (18) Debt issuance costs (34) (36) Long-term debt, net $ 2,463 $ 2,558 _______________ (1) The average effective interest rate on the Term Loan Facility, the 2022 Term Loan Facility and the Standard Bank Term Loan Facility was 4.7%, 5.1% and 6.8%, respectively, during the nine months ended September 30, 2022. The average effective interest rate on the Term Loan Facility and Standard Bank Term Loan Facility was 4.9% and 6.4%, respectively, during the nine months ended September 30, 2021. (2) The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 4.0% and 3.1% during the nine months ended September 30, 2022 and September 30, 2021, respectively. Emirates Revolver During the nine months ended September 30, 2022, the Company entered into an amendment to extend the maturity date of the Emirates Revolver from March 31, 2022 to March 31, 2023. Standard Bank Revolving Credit Facility In July 2022, we drew down 400 million South African rand (approximately $22 million at the September 30, 2022 exchange rate) for general corporate purposes and fully repaid the outstanding amount as of September 30, 2022. In October 2022, we drew down 280 million South African rand (approximately $15 million at the September 30, 2022 exchange rate) for general corporate purposes which is expected to be repaid in the fourth quarter of 2022. Term Loan Facility and Cash Flow Revolver During the nine months ended September 30, 2021, we amended and restated our prior term loan facility with a new seven-year first lien credit facility (the "Term Loan Facility") and a new five-year cash flow revolving facility ("Cash Flow Revolver"). As a result of this transaction and in accordance with ASC 470, we recognized approximately $4 million in "Loss on extinguishment of debt" recorded in the unaudited condensed Consolidated Statement of Income for the nine months ended September 30, 2021. Additionally, during the three and nine months ended September 30, 2021, we made total voluntary prepayments on the Term Loan Facility of $135 million and $196 million, respectively, and as a result, we recorded approximately $3 million and $4 million, respectively, in "Loss on extinguishment of debt" in the unaudited condensed Consolidated Statement of Income. The Term Loan Facility bears interest at either the base rate or an adjusted LIBOR rate, in each case plus an applicable margin. Based on our first lien net leverage ratio pursuant to the Term Loan Facility agreement, the applicable margin under the Term Loan Facility as of September 30, 2022 was 2.25%. In April 2022, the Company drew down $85 million on its Cash Flow Revolver which was utilized to make the payment on the Venator settlement. During the nine months ended September 30, 2022, we made total repayments of $20 million and the remaining outstanding balance as of September 30, 2022 was $65 million. Senior Notes due 2029 During the nine months ended September 30, 2021, Tronox Incorporated closed an offering of $1,075 million aggregate principal amount of its 4.625% senior notes due 2029 (the "Senior Notes due 2029"). As a result of this transaction, the Company repaid the outstanding principal balance of $615 million on its Senior Notes due 2026 and recorded $30 million of debt extinguishment costs, including a call premium of $21 million, in "Loss on extinguishment of debt" on the Condensed Consolidated Statement of Income for the nine months ended September 30, 2021. On April 1, 2021, the Company repaid the outstanding principal balance of $450 million on its Senior Notes due 2025. As a result of this transaction, we recorded $22 million of debt extinguishment costs, including a call premium of $19 million, in "Loss on extinguishment of debt" on the Condensed Consolidated Statement of Income for the nine months ended September 30, 2021. 2022 Term Loan Facility On April 4, 2022, Tronox Finance LLC (the "Borrower"), the Borrower's indirect parent company, Tronox Holdings plc (the "Company"), certain of the Company's subsidiaries, the incremental term lender party thereto, and HSBC Bank USA. National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 1 to the Amended and Restated First Lien Credit Agreement (the "Amendment"). The Amendment provides the Borrower with a new seven-year incremental term loan facility (the "2022 Term Loan Facility" and, the loans thereunder, the "2022 Incremental Term Loans") under its credit agreement in an aggregate initial principal amount of $400 million. The obligations of the Borrower under the 2022 Term Loan Facility are guaranteed and secured by the same guarantees and liens under the existing credit agreement of the Term Loan Facility (as discussed above). The 2022 Incremental Term Loans are a separate class of loans under the credit agreement, and if the Borrower elects to make an optional prepayment under the credit agreement or is required to make a mandatory prepayment under the credit agreement, the Borrower, may, in each case, select which class or classes of loans to prepay. The 2022 Incremental Term Loans will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the 2022 Incremental Term Loans commencing with the second full fiscal quarter after the effective date of the 2022 Incremental Term Loan Facility. The final maturity of the 2022 Incremental Term Loans will occur on the seventh anniversary of the effective date of the 2022 Incremental Term Loan Facility. The 2022 Incremental Term Loan Facility permits amendments thereto whereby individual lenders may extend the maturity date of their outstanding loans upon the Borrower's request without the consent of any other lender, so long as certain conditions are met. The 2022 Incremental Term Loans shall bear interest, at the Borrower's option, at either the base or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2022 Incremental Loans is 2.25% per annum, for base rate loans, or 3.25% per annum, for SOFR rate loans. The 2022 Incremental Term Loans have an interest rate floor of 0.50%. As of September 30, 2022, the applicable margin under the 2022 Term Loan Facility was 3.25%. The 2022 Incremental Term Loan Facility contains the same negative covenants applicable to the term loans outstanding under the Existing Credit Agreement immediately prior to the effectiveness of the Amendment, which covenants, subject to certain limitations, thresholds and exceptions, limit the Company and its restricted subsidiaries to (among other restrictions): incur indebtedness; grant liens; pay dividends and make subsidiary and certain other distributions; sell assets; make investments; enter into transactions with affiliates; and make certain modifications to material documents (including organizational documents). The proceeds of the 2022 Incremental Term Loans were used on April 4, 2022, along with cash on hand, to redeem all outstanding 6.5% Senior Secured Notes due 2025 issued by Tronox Incorporated under the Indenture dated as of May 1, 2020 with Wilmington Trust, National Association, as Trustee and Collateral Agent and to pay transaction related costs and expenses. In connection with such redemption, all security interests and liens granted to Wilmington Trust, National Association, were automatically terminated and discharged. As a result of this transaction, we recognized approximately $21 million, including a call premium of $18 million, in "Loss on extinguishment of debt" on the unaudited Consolidated Statement of Income for the nine months ended September 30, 2022. Insurance premium financing In August 2022, the Company entered into a $21 million insurance premium financing agreement with a third-party financing company. The balance will be repaid in monthly installments over 10 months at a 5% fixed annual interest rate. As of September 30, 2022, the financing balance was $17 million and is recorded in "Short-term debt" in the Condensed Consolidated Balance Sheet. Debt Covenants As of September 30, 2022, we are in compliance with all financial covenants in our debt facilities. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives recorded on the Condensed Consolidated Balance Sheet: The following table is a summary of the fair value of derivatives outstanding at September 30, 2022 and December 31, 2021: Fair Value September 30, 2022 December 31, 2021 Assets(a) Accrued Liabilities Assets(a) Accrued Liabilities Derivatives Designated as Cash Flow Hedges Currency Contracts $ — $ 10 $ 3 $ 1 Interest Rate Swaps $ 29 $ — $ — $ 25 Natural Gas Hedges $ 2 $ — $ 1 $ — Total Hedges $ 31 $ 10 $ 4 $ 26 Derivatives Not Designated as Cash Flow Hedges Currency Contracts $ — $ 10 $ — $ — Total Derivatives $ 31 $ 20 $ 4 $ 26 (a) At September 30, 2022 and December 31, 2021, current assets of $31 million and $4 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets. Derivatives' Impact on the Condensed Consolidated Statement of Income: The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Income: Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Revenue Cost of Goods Sold Other Income (Expense), net Revenue Cost of Goods Sold Other Income (Expense), net Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ — $ (13) $ — $ — $ — Derivatives Designated as Hedging Instruments Currency Contracts $ — $ — $ — $ — $ 13 $ — Natural Gas Hedges $ — $ 2 $ — $ — $ — $ — Total Derivatives $ — $ 2 $ (13) $ — $ 13 $ — Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Revenue Cost of Goods Sold Other Income (Expense), net Revenue Cost of Goods Sold Other Income (Expense), net Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ — $ (18) $ — $ — $ 3 Derivatives Designated as Hedging Instruments Currency Contracts $ 5 $ 14 $ — $ — $ 22 $ — Natural Gas Hedges $ — $ 4 $ — $ — $ — $ — Total Derivatives $ 5 $ 18 $ (18) $ — $ 22 $ 3 Interest Rate Risk During the second quarter of 2019, we entered into interest-rate swap agreements with an aggregate notional value of $750 million, representing a portion of our previous Term Loan Facility, which effectively converts the variable rate to a fixed rate for that portion of the loan. The agreements expire in September 2024. The Company’s objectives in using the interest-rate swap agreements are to add stability to interest expense and to manage its exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. There was no impact associated with the new Term Loan Facility as the hedge remained highly effective. Fair value gains or losses on these cash flow hedges are recorded in other comprehensive (loss) income and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings. At September 30, 2022 and December 31, 2021, the net unrealized gain of $29 million and the unrealized loss of $25 million, respectively, was recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet. For the three and nine months ended September 30, 2022, the amounts recorded in interest expense related to the interest-rate swap agreements were less than $1 million and $7 million, respectively. For the three and nine months ended September 30, 2021, the net amounts recorded in interest expense related to the interest-rate swap agreements were $4 million and $12 million, respectively. Foreign Currency Risk From time to time, we enter into foreign currency contracts used to hedge forecasted third party non-functional currency sales for our South African subsidiaries and forecasted non-functional currency cost of goods sold for our Australian subsidiaries. Historically, we have used a combination of zero-cost collars or forward contracts to reduce the exposure. These foreign currency contracts are designated as cash flow hedges. Changes to the fair value of these foreign currency contracts are recorded as a component of other comprehensive (loss) income, if these contracts remain highly effective, and are recognized in net sales or costs of goods sold in the period in which the forecasted transaction affects earnings or are recognized in other income (expense) when the transactions are no longer probable of occurring. As of September 30, 2022, we had notional amounts of 174 million Australian dollars (or approximately $112 million at September 30, 2022 the exchange rate) that expire between October 28, 2022 and December 29, 2022 to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates. As of September 30, 2022, we had notional amounts of 1.5 billion South African Rand (approximately $84 million at the September 30, 2022 exchange rate) that expire between October 27, 2022 and December 30, 2022 to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates. At September 30, 2022 and December 31, 2021, there was an unrealized net loss of $11 million and an unrealized net gain of $15 million, respectively, recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet, of which $11 million is expected to be recognized in earnings over the next twelve months. Of the $11 million, $4 million is expected to be recognized in earnings during the remainder of 2022. We enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro and Pound Sterling to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the exposure. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other expense, net” within the unaudited Condensed Consolidated Statement of Income and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary. At September 30, 2022, there was (i) 786 million South African Rand (or approximately $43 million at September 30, 2022 exchange rate), (ii) 189 million Australian dollars (or approximately $122 million at the September 30, 2022 exchange rate), (iii) 15 million Pound Sterling (or approximately $16 million at the September 30, 2022 exchange rate), and (iv) 8 million Euro (or approximately $8 million at the September 30, 2022 exchange rate) of notional amounts of outstanding foreign currency contracts. At December 31, 2021, there was (i) 510 million South African Rand (or approximately $28 million at the September 30, 2022 exchange rate) and (ii) 172 million Australian dollars (or approximately $111 million at the September 30, 2022 exchange rate) of notional amounts outstanding foreign currency contracts. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows: Level 1 -Quoted prices in active markets for identical assets or liabilities Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly Level 3 -Unobservable inputs based on the Company’s own assumptions Our debt is recorded at historical amounts. The following table presents the fair value of our debt and derivative contracts at both September 30, 2022 and December 31, 2021: September 30, December 31, Asset Liability Asset Liability Term Loan Facility — 859 — 895 2022 Term Loan Facility — 381 — — Standard Bank Term Loan Facility — 75 — 92 Senior Notes due 2029 — 795 — 1,071 6.5% Senior Secured Notes due 2025 — — — 526 Australian Government Loan — 1 — 1 MGT Loan — 31 — 33 Interest rate swaps 29 — — 25 Natural gas hedges 2 — 1 — Foreign currency contracts — 20 3 1 We determined the fair value of the Term Loan Facility, the 2022 Term Loan Facility, the Senior Notes due 2029 and the 6.5% Senior Secured Notes due 2025 using quoted market prices, which under the fair value hierarchy is a Level 1 input. We determined the fair value of the Standard Bank Term Loan Facility utilizing transactions in the listed markets for identical or similar liabilities, which under the fair value hierarchy is a Level 2 input. The fair value of the Australian Government Loan and MGT Loan is based on the contracted amount which is a Level 2 input. We determined the fair value of the foreign currency contracts, natural gas hedges and the interest rate swaps using inputs other than quoted prices in active markets that are observable either directly or indirectly. The fair value hierarchy for the foreign currency contracts, natural gas hedges and interest rate swaps is a Level 2 input. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value due to the short-term nature of these items. |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activities related to asset retirement obligations were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Beginning balance $ 147 $ 169 $ 149 $ 166 Additions 1 — 1 4 Accretion expense 3 3 10 9 Remeasurement/translation (9) (6) (14) (9) Other, including change in estimates 4 3 4 3 Settlements/payments (3) (3) (7) (7) Balance, September 30, $ 143 $ 166 $ 143 $ 166 September 30, 2022 December 31, 2021 Current portion included in “Accrued liabilities” $ 7 $ 10 Noncurrent portion included in “Asset retirement obligations” 136 139 Asset retirement obligations $ 143 $ 149 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase and Capital Commitments — Includes obligations for purchase requirements of process chemicals, supplies, utilities and services entered into in the ordinary course of business. At September 30, 2022, purchase commitments were $121 million for the remainder of 2022, $181 million for 2023, $161 million for 2024, $140 million for 2025, $145 million for 2026, and $1,655 million thereafter. Letters of Credit —At September 30, 2022, we had outstanding letters of credit and bank guarantees of $54 million, of which $20 million were letters of credit and $34 million were bank guarantees. Amounts for performance bonds were not material. Environmental Matters —It is our policy to record appropriate liabilities for environmental matters when remedial efforts are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flows. The timing of cash expenditures depends principally on the timing of remedial investigations and feasibility studies, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. Included in these environmental matters is the following: Hawkins Point Plant. Residual waste mud, known as Batch Attack Mud, and a spent sulfuric waste stream were deposited in an onsite repository (the “Batch Attack Lagoon”) at a former TiO 2 manufacturing site, Hawkins Point Plant in Baltimore, Maryland, operated by Cristal USA, Inc. from 1954 until 2011. We assumed responsibility for remediation of the Hawkins Point Plant when we acquired the TiO 2 business of Cristal in April 2019. On August 11, 2022, we entered into a Purchase and Sale Agreement with the Maryland Port Administration ("MPA"), a state agency controlled by the Maryland Department of Transportation, pursuant to which MPA will purchase the Hawkins Point Plant and become the lead party in developing and implementing appropriate measures to address, treat, control, and mitigate the environmental conditions at the property under the regulatory oversight of the Maryland Department of the Environment ("MDE"). Under MPA ownership, the Hawkins Point Plant will be utilized for storage and beneficial reuse of dredged material from the Port of Baltimore. In exchange for transferring ownership of the site to MPA, Tronox has agreed to make scheduled, annual payments to MPA which together with scheduled, annual contributions from MPA will be used to remediate the property. On October 26, 2022, the Maryland Board of Public Works approved the transaction which was the most material condition to closing. The parties anticipate that closing will occur in the fourth quarter of 2022. As of September 30, 2022, we have a provision of $56 million in our Condensed Consolidated Balance Sheet for the Hawkins Point Plant consistent with the accounting policy described above. If the transaction with MPA were to be consummated, we do not expect it to have a material impact to the Condensed Consolidated Statement of Income. Other Matters —We are subject to a number of other lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, prior acquisitions and divestitures, including our acquisition of Cristal, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Included in these other matters are the following: Venator Materials plc v. Tronox Limited. In May 2019, Venator Materials plc (“Venator”) filed an action in the Superior Court of the State of Delaware alleging among other things that we owed Venator a $75 million “Break Fee” pursuant to the terms of a preliminary agreement dated July 14, 2018 (the “Exclusivity Agreement”). The Exclusivity Agreement required, among other things, Tronox and Venator to use their respective best efforts to negotiate a definitive agreement to sell the entirety of the National Titanium Dioxide Company Limited’s (“Cristal’s”) North American operations to Venator if a divestiture of all or a substantial part of these operations were required to secure the approval of the Federal Trade Commission for us to complete our acquisition of Cristal’s TiO 2 business. In June 2019, we denied Venator's claims and counterclaimed against Venator seeking to recover $400 million in damages from Venator that we suffered as a result of Venator’s breaches of the Exclusivity Agreement. Specifically, we alleged, among other things, that Venator’s failure to use best efforts constituted a material breach of the Exclusivity Agreement and directly resulted in and caused us to sell Cristal’s North American operations to an alternative buyer for $701 million, $400 million less than the price Venator had agreed to in the Exclusivity Agreement. On April 6, 2022, the Judge presiding over the case in the Superior Court of the State of Delaware delivered a directed verdict in favor of Venator without allowing the jury to deliberate. The Company determined not to appeal the Judge's verdict, and as such, on April 18, 2022, the Company and Venator entered into a settlement agreement whereby the Company paid $85 million, inclusive of interest, on April 25, 2022. As a result, we recorded the charge within "Venator settlement" on the unaudited Condensed Consolidated Statement of Income for the nine months ended September 30, 2022. Western Australia Stamp Duty Matter. In May 2018, we lodged a pre-transaction determination request for a stamp duty exemption with the Western Australia Office of State Revenue (the “WA OSR”) in connection with our re-domicile transaction (the “Re-Domicile Transaction”). The WA OSR subsequently granted our request for an exemption in June 2018 on a preliminary basis. Immediately following the consummation of the Re-Domicile Transaction, we filed a confirmation request for the stamp duty exemption with the WA OSR. Following this confirmation request, we exchanged numerous communications with the WA OSR addressing questions raised and stating our position. In July 2021, the WA OSR informed us that they have reviewed their technical position on the applicability of the stamp duty exemption and have determined that such an exemption is disallowed. On April 8, 2022, the Company lodged an appeal of the WA OSR's decision with the Western Australia State Administrative Tribunal. While the Company believes it complied with the rules relevant to obtaining an exemption from stamp duties in connection with the Re-Domicile Transaction, if an unfavorable ruling is received from the Western Australia State Administrative Tribunal and Tronox is not able to successfully appeal such ruling, the stamp duty payable on the Re-Domicile Transaction could result in a material charge to our financial statements. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items | 9 Months Ended |
Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items | Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items The tables below present changes in accumulated other comprehensive loss by component for the three months ended September 30, 2022 and 2021. Cumulative Pension Unrealized Total Balance, July 1, 2022 $ (684) $ (99) $ 11 $ (772) Other comprehensive (loss) income (120) — 7 (113) Amounts reclassified from accumulated other comprehensive loss — 1 (1) — Balance, September 30, 2022 $ (804) $ (98) $ 17 $ (885) Cumulative Pension Unrealized Total Balance, July 1, 2021 $ (512) $ (120) $ 4 $ (628) Other comprehensive (loss) income (66) 1 — (65) Amounts reclassified from accumulated other comprehensive loss — 1 (13) (12) Balance, September 30, 2021 $ (578) $ (118) $ (9) $ (705) The tables below present changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2022 and 2021. Cumulative Pension Unrealized Total Balance, January 1, 2022 $ (628) $ (100) $ (10) $ (738) Other comprehensive (loss) income (176) — 50 (126) Amounts reclassified from accumulated other comprehensive loss — 2 (23) (21) Balance, September 30, 2022 $ (804) $ (98) $ 17 $ (885) Cumulative Pension Unrealized Total Balance, January 1, 2021 $ (491) $ (120) $ 1 $ (610) Other comprehensive (loss) income (53) (1) 12 (42) Amounts reclassified from accumulated other comprehensive loss — 3 (22) (19) Acquisition of noncontrolling interest (34) — — (34) Balance, September 30, 2021 $ (578) $ (118) $ (9) $ (705) Repurchase of Common Stock |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Restricted Share Units (“RSUs”) 2022 Grant - During the nine months ended September 30, 2022, the Company granted both time-based and performance-based awards to certain members of management. A total of 579,551 of time-based awards were granted to management which will vest ratably over a three-year period ending March 5, 2025. A total of 68,296 of time-based awards were granted to non-employee members of the Board which will vest in May 2023. A total of 530,832 of performance-based awards were granted, of which 265,416 of the awards vest based on a relative Total Shareholder Return ("TSR") calculation and 265,416 of the awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2025 based on the achievement against the target average company performance of three separate performance periods, commencing on January 1 of each 2022, 2023, and 2024 and ending on December 31 of each 2022, 2023 and 2024, for which, for each performance period, the performance metric is an average annual return on invested capital (ROIC) improvement versus 2021 ROIC. Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the Company's three-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market condition for which we used a Monte Carlo simulation to determine the weighted average grant date fair value of $34.49. The following weighted average assumptions were utilized to value the TSR grants: 2022 Dividend yield 3.22 % Expected historical volatility 68.0 % Risk free interest rate 3.06 % Expected life (in years) 3 The unrecognized compensation cost associated with all unvested awards at September 30, 2022 was $33 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of approximately 1.8 years. During both the three months ended September 30, 2022 and 2021, we recorded $7 million of stock compensation expense. During the nine months ended September 30, 2022 and 2021, we recorded $21 million and $23 million of stock compensation expense, respectively. The nine months ended September 30, 2021 includes the acceleration of approximately $2 million of stock compensation expense associated with the retirement agreement entered into with the former CEO on March 18, 2021. There were 13,881 options exercised during the nine months ended September 30, 2022 with an intrinsic value of less than $1 million. Cash proceeds from the exercise of stock options was less than $1 million for the nine months ended September 30, 2022. |
Pension and Other Postretiremen
Pension and Other Postretirement Healthcare Benefits | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Healthcare Benefits | Pension and Other Postretirement Healthcare Benefits The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Income were as follows: Pensions Pensions Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net periodic cost: Service cost $ 1 $ 1 $ 3 $ 3 Interest cost 4 3 11 10 Expected return on plan assets (6) (6) (18) (19) Net amortization of actuarial loss and prior service credit 1 1 3 3 Total net periodic cost $ — $ (1) $ (1) $ (3) The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Income were as follows: Other Postretirement Benefit Plans Other Postretirement Benefit Plans Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net periodic cost: Service cost $ — $ — $ — $ — Interest cost 1 1 2 2 Expected return on plan assets — — — — Net amortization of actuarial loss and prior service credit — — — 1 Total net periodic cost $ 1 $ 1 $ 2 $ 3 During the nine months ended September 30, 2022, the Company made contributions to its pension plans of $5 million. The Company expects to make less than $1 million of pension contributions for the remainder of 2022. For the three months ended September 30, 2022 and 2021, we contributed $1 million and $1 million, respectively, to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Income. For the nine months ended September 30, 2022 and 2021, we contributed $4 million and $4 million, respectively, to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Income. In October 2022, the Company entered into an irrevocable arrangement with an insurance provider to settle certain lower dollar valued accounts within its frozen U.S Qualified Plan to reduce PBGC premiums. As a result of this arrangement, the Company is expecting to record an estimated pension settlement charge of approximately $20 million during the fourth quarter of 2022. The ultimate charge will be calculated at the time of settlement. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related PartiesTasnee / Cristal At September 30, 2022, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a wholly-owned subsidiary of Tasnee, continues to own 37,580,000 shares of Tronox, or a 24% ownership interest. On May 9, 2018, we entered into an Option Agreement with AMIC which is owned equally by Tasnee and Cristal. Under the terms of the Option Agreement, AMIC granted us an option (the “Option”) to acquire 90% of a special purpose vehicle (the “SPV”), to which AMIC’s ownership in a titanium slag smelter facility (the “Slagger”) in The Jazan City for Primary and Downstream Industries in KSA will be contributed together with $322 million of AMIC indebtedness (the “AMIC Debt”). The AMIC Debt would remain outstanding debt of the SPV upon exercise of the Option. The Option may be exercised if the Slagger achieves certain production criteria related to sustained quality and tonnage of slag produced (the “Option Criteria”). Likewise, AMIC may require us to acquire the Slagger on the same terms if the Option Criteria are satisfied. Furthermore, pursuant to the Option Agreement and during its term, we agreed to lend AMIC and, upon the creation of the SPV, the SPV, up to $125 million for capital expenditures and operational expenses intended to facilitate the start-up of the Slagger (the “Tronox Loans”). At September 30, 2022, we have lent AMIC the Tronox Loans maximum amount of $125 million. At both September 30, 2022 and December 31, 2021, we have recorded the $125 million of total principal loan payments as well as the related interest of $11 million and $9 million, respectively, within “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheet. The Option did not have a significant impact on the financial statements as of nor for the period ended September 30, 2022. For the three months ended September 30, 2022 and September 30, 2021, Tronox recorded $20 million and nil, respectively, for purchases of feedstock material produced by the Slagger. For the nine months ended September 30, 2022 and September 30, 2021, the corresponding Slagger feedstock purchases were $43 million and nil, respectively. Such sales are recorded in "Cost of goods sold" on the unaudited Condensed Consolidated Statement of Income. At September 30, 2022 and December 31, 2021, amounts due related to Slagger feedstock purchases were $5 million and nil, respectively, which are recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet. On May 13, 2020 we amended the Option Agreement (the "First Amendment") with AMIC to address circumstances in which the Option Criteria cannot be satisfied. Pursuant to the First Amendment, Tronox has the right to acquire the SPV in exchange for (i) our forgiveness of the Tronox Loans principal and accrued interest thereon, and (ii) the SPV's assumption of $36 million of indebtedness plus accrued interest thereon lent by AMIC to the SPV. Under the First Amendment, the SPV would not assume any of the AMIC Debt. Additionally, on May 13, 2020, we amended a Technical Services Agreement that we had entered with AMIC on March 15, 2018, to add project management support services. Under this amended arrangement, AMIC and its consultants are still responsible for engineering and construction of the Slagger while we provide technical advice and project management services including supervision and management of third party consultants intended to satisfy the Option Criteria. As compensation for these services, Tronox receives a management fee, which is subject to certain success incentives if and when the Slagger achieves the Option Criteria. Tronox recorded management fees of $2 million in "Other income (expense), net" within the unaudited Condensed Consolidated Statement of Income for both the three months ended September 30, 2022 and 2021. For both the nine months ended September 30, 2022 and 2021, the corresponding management fees were $6 million. Tronox recorded other technical support fees received under the Technical Services Agreement of nil for both the three months ended September 30, 2022 and 2021, in "Selling, general and administrative expenses" on the unaudited Consolidated Statement of Income. Corresponding amounts for the nine months ended September 30, 2022 and September 30, 2021, were $1 million and nil, respectively. At September 30, 2022 and December 31, 2021, Tronox had a receivable due from AMIC related to the management and technical support fees of $2 million and $1 million, respectively, that is recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet. At September 30, 2022, Tronox had a receivable due from Tasnee of $3 million recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet related primarily to pre-acquisition period tax matters in process with certain tax authorities which are reimbursable from Tasnee. At December 31, 2021, Tronox had a receivable due from Tasnee of $8 million primarily related to reimbursable stamp duty taxes and pre-acquisition period tax settlements in process with certain tax authorities. On December 29, 2019, we entered into an agreement with Cristal to acquire certain assets co-located at our Yanbu facility which produces metal grade TiCl 4 ("MGT"). Consideration for the acquisition is the assumption by Tronox of a $36 million note payable to Cristal (the "MGT Loan"). MGT is used at a titanium "sponge" plant facility, 65% of the ownership interests of which are held by Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd ("ATTM"), a joint venture between AMIC and Toho Titanium Company Ltd. ATTM uses the TiCl 4 , which we supply by pipeline, for the production of titanium sponge, a precursor material used in the production of titanium metal. On December 17, 2020 we completed the MGT transaction. Repayment of the $36 million note payable is based on a fixed U.S. dollar amount per metric ton quantity of MGT delivered by us to ATTM over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement with ATTM and we will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately five As a result of these transactions that we entered into related to the MGT assets, Tronox recorded $1 million and $2 million for purchase of chlorine gas from ATTM for the three months ended September 30, 2022 and 2021, respectively, and such amounts are recorded in "Cost of goods sold" on the unaudited Condensed Consolidated Statement of Income. Corresponding amounts purchased for the nine months ended September 30, 2022 and 2021, were $3 million and $6 million, respectively. The amount due to ATTM at September 30, 2022 and December 31, 2021, for the purchase of chlorine gas was less than $1 million and $1 million, respectively, which is recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet. During the three months ended September 30, 2022 and 2021, Tronox recorded $8 million and $7 million, respectively, for MGT sales made to ATTM. Corresponding amounts for the nine months ended September 30, 2022 and 2021 were $19 million and $24 million, respectively. The MGT sales are recorded in “Net sales” on the unaudited Condensed Consolidated Statement of Income. At September 30, 2022 and December 31, 2021, Tronox had a receivable from ATTM of $5 million and $6 million, respectively, from MGT sales that is recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet. |
The Company (Policies)
The Company (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement of its financial position as of September 30, 2022, and its results of operations for the three and nine months ended September 30, 2022 and 2021. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform Financial Reporting.” This amendment is elective in nature. Amongst other aspects, this standard provides for practical expedients and exceptions to current accounting standards that reference a rate which is expected to be dissolved (e.g., London Interbank Offered Rate “LIBOR”) as it relates to hedge accounting, contract modifications and other transactions that reference this rate, subject to meeting certain criteria. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. We have conducted an internal assessment to identify items that would be impacted as a result of the dissolution of LIBOR. Based upon this assessment, we have determined that this change will be most impactful to our intercompany debt agreements and interest rate swap agreements. Upon conversion of these benchmark rates, we intend to elect the practical expedients allowed under this standard which is expected to result in an immaterial impact to the financial statements. |
Fair Value | Fair Value Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows: Level 1 -Quoted prices in active markets for identical assets or liabilities Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly Level 3 -Unobservable inputs based on the Company’s own assumptions |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Net sales to external customers by geographic areas where our customers are located were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America $ 228 $ 183 $ 628 $ 546 South and Central America 73 63 213 194 Europe, Middle-East and Africa 331 345 1,069 1,059 Asia Pacific 263 279 895 889 Total net sales $ 895 $ 870 $ 2,805 $ 2,688 Net sales from external customers for each similar type of product were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 TiO 2 $ 673 $ 682 $ 2,215 $ 2,118 Zircon 128 116 346 360 Feedstock and other products 94 72 244 210 Total net sales $ 895 $ 870 $ 2,805 $ 2,688 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income before income taxes is comprised of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Income tax (provision) benefit $ (18) $ (28) $ 187 $ (54) Income before income taxes $ 141 $ 141 $ 327 $ 270 Effective tax rate 13 % 20 % (57) % 20 % |
Income Per Share (Tables)
Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Income (Loss) per Share | The computation of basic and diluted income per share for the periods indicated is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator - Basic and Diluted: Net income $ 123 $ 113 $ 514 $ 216 Less: Net income attributable to noncontrolling interest 2 2 2 13 Net income available to ordinary shares $ 121 $ 111 $ 512 $ 203 Denominator - Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 154,548 153,762 155,027 151,472 Weighted-average ordinary shares, diluted (in thousands) 156,948 159,020 158,201 157,148 Basic net income per ordinary share $ 0.78 $ 0.72 $ 3.30 $ 1.34 Diluted net income per ordinary share $ 0.77 $ 0.70 $ 3.23 $ 1.29 |
Anti-Dilutive Shares Not Recognized in Diluted Net Income (Loss) per Share Calculation | Anti-dilutive shares not recognized in the diluted net income per share calculation for the three and nine months ended September 30, 2022 and 2021 were as follows: Shares Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Options 518,934 495,314 518,934 495,314 Restricted share units 1,333,723 16,488 1,330,971 29,787 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, net consisted of the following: September 30, 2022 December 31, 2021 Raw materials $ 244 $ 265 Work-in-process 127 117 Finished goods, net 519 461 Materials and supplies, net 242 205 Inventories, net – current $ 1,132 $ 1,048 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net of Accumulated Depreciation | Property, plant and equipment, net of accumulated depreciation, consisted of the following: September 30, 2022 December 31, 2021 Land and land improvements $ 178 $ 188 Buildings 359 365 Machinery and equipment 2,231 2,234 Construction-in-progress 398 263 Other 61 73 Subtotal 3,227 3,123 Less: accumulated depreciation (1,478) (1,413) Property, plant and equipment, net $ 1,749 $ 1,710 |
Depreciation Expense Related to Property Plant and Equipment | The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Income: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Cost of goods sold $ 50 $ 54 $ 152 $ 171 Selling, general and administrative expenses 1 1 3 4 Total $ 51 $ 55 $ 155 $ 175 |
Mineral Leaseholds, Net (Tables
Mineral Leaseholds, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Extractive Industries [Abstract] | |
Mineral Leaseholds, Net of Accumulated Depletion | Mineral leaseholds, net of accumulated depletion, consisted of the following: September 30, 2022 December 31, 2021 Mineral leaseholds $ 1,263 $ 1,306 Less: accumulated depletion (570) (559) Mineral leaseholds, net $ 693 $ 747 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net of Accumulated Amortization | Intangible assets, net of accumulated amortization, consisted of the following: September 30, 2022 December 31, 2021 Gross Cost Accumulated Net Carrying Gross Cost Accumulated Net Carrying Customer relationships $ 291 $ (226) $ 65 $ 291 $ (211) $ 80 TiO 2 technology 93 (36) 57 93 (31) 62 Internal-use software and other 172 (43) 129 120 (45) 75 Intangible assets, net $ 556 $ (305) $ 251 $ 504 $ (287) $ 217 |
Finite-lived Intangible Assets Amortization Expense | The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Income: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Cost of goods sold $ 1 $ — $ 1 $ 1 Selling, general and administrative expenses 6 8 22 23 Total $ 7 $ 8 $ 23 $ 24 |
Balance Sheet and Cash Flow S_2
Balance Sheet and Cash Flow Supplemental Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following: September 30, 2022 December 31, 2021 Employee-related costs and benefits $ 104 $ 155 Related party payables 6 1 Interest 2 20 Sales rebates 32 36 Taxes other than income taxes 13 18 Asset retirement obligations 7 10 Interest rate swaps — 25 Other accrued liabilities 98 63 Accrued liabilities $ 262 $ 328 |
Additional Supplemental Cash Flow Information | Additional supplemental cash flow information for the nine months ended September 30, 2022 and 2021 and as of September 30, 2022 and December 31, 2021 is as follows: Nine Months Ended September 30, Supplemental non cash information: 2022 2021 Financing activities - Acquisition of noncontrolling interest $ — $ 125 Financing activities - Initial commercial insurance premium financing agreement $ 21 $ — September 30, 2022 December 31, 2021 Capital expenditures acquired but not yet paid $ 78 $ 75 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt, Net of Unamortized Discount and Debt Issuance Costs | Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Annual Maturity September 30, 2022 December 31, 2021 Term Loan Facility, net of unamortized discount (1) 1,300 Variable 3/11/2028 897 897 2022 Term Loan Facility, net of unamortized discount (1) 400 Variable 4/4/2029 394 — Senior Notes due 2029 1,075 4.625 % 3/15/2029 1,075 1,075 6.5% Senior Secured Notes due 2025 500 6.50 % 5/1/2025 — 500 Standard Bank Term Loan Facility (1) 98 Variable 11/11/2026 75 92 Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1 1 MGT Loan (2) 36 Variable Variable 31 33 Finance leases 46 14 Long-term debt 2,519 2,612 Less: Long-term debt due within one year (22) (18) Debt issuance costs (34) (36) Long-term debt, net $ 2,463 $ 2,558 _______________ (1) The average effective interest rate on the Term Loan Facility, the 2022 Term Loan Facility and the Standard Bank Term Loan Facility was 4.7%, 5.1% and 6.8%, respectively, during the nine months ended September 30, 2022. The average effective interest rate on the Term Loan Facility and Standard Bank Term Loan Facility was 4.9% and 6.4%, respectively, during the nine months ended September 30, 2021. (2) The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 4.0% and 3.1% during the nine months ended September 30, 2022 and September 30, 2021, respectively. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivatives Outstanding | The following table is a summary of the fair value of derivatives outstanding at September 30, 2022 and December 31, 2021: Fair Value September 30, 2022 December 31, 2021 Assets(a) Accrued Liabilities Assets(a) Accrued Liabilities Derivatives Designated as Cash Flow Hedges Currency Contracts $ — $ 10 $ 3 $ 1 Interest Rate Swaps $ 29 $ — $ — $ 25 Natural Gas Hedges $ 2 $ — $ 1 $ — Total Hedges $ 31 $ 10 $ 4 $ 26 Derivatives Not Designated as Cash Flow Hedges Currency Contracts $ — $ 10 $ — $ — Total Derivatives $ 31 $ 20 $ 4 $ 26 |
Schedule of Derivatives Instruments Impact on Statement of Operation | The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Income: Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Revenue Cost of Goods Sold Other Income (Expense), net Revenue Cost of Goods Sold Other Income (Expense), net Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ — $ (13) $ — $ — $ — Derivatives Designated as Hedging Instruments Currency Contracts $ — $ — $ — $ — $ 13 $ — Natural Gas Hedges $ — $ 2 $ — $ — $ — $ — Total Derivatives $ — $ 2 $ (13) $ — $ 13 $ — Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Revenue Cost of Goods Sold Other Income (Expense), net Revenue Cost of Goods Sold Other Income (Expense), net Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ — $ (18) $ — $ — $ 3 Derivatives Designated as Hedging Instruments Currency Contracts $ 5 $ 14 $ — $ — $ 22 $ — Natural Gas Hedges $ — $ 4 $ — $ — $ — $ — Total Derivatives $ 5 $ 18 $ (18) $ — $ 22 $ 3 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Debt and Derivative Contracts | The following table presents the fair value of our debt and derivative contracts at both September 30, 2022 and December 31, 2021: September 30, December 31, Asset Liability Asset Liability Term Loan Facility — 859 — 895 2022 Term Loan Facility — 381 — — Standard Bank Term Loan Facility — 75 — 92 Senior Notes due 2029 — 795 — 1,071 6.5% Senior Secured Notes due 2025 — — — 526 Australian Government Loan — 1 — 1 MGT Loan — 31 — 33 Interest rate swaps 29 — — 25 Natural gas hedges 2 — 1 — Foreign currency contracts — 20 3 1 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activities related to asset retirement obligations were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Beginning balance $ 147 $ 169 $ 149 $ 166 Additions 1 — 1 4 Accretion expense 3 3 10 9 Remeasurement/translation (9) (6) (14) (9) Other, including change in estimates 4 3 4 3 Settlements/payments (3) (3) (7) (7) Balance, September 30, $ 143 $ 166 $ 143 $ 166 September 30, 2022 December 31, 2021 Current portion included in “Accrued liabilities” $ 7 $ 10 Noncurrent portion included in “Asset retirement obligations” 136 139 Asset retirement obligations $ 143 $ 149 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Changes in Accumulated Other Comprehensive Loss by Component | The tables below present changes in accumulated other comprehensive loss by component for the three months ended September 30, 2022 and 2021. Cumulative Pension Unrealized Total Balance, July 1, 2022 $ (684) $ (99) $ 11 $ (772) Other comprehensive (loss) income (120) — 7 (113) Amounts reclassified from accumulated other comprehensive loss — 1 (1) — Balance, September 30, 2022 $ (804) $ (98) $ 17 $ (885) Cumulative Pension Unrealized Total Balance, July 1, 2021 $ (512) $ (120) $ 4 $ (628) Other comprehensive (loss) income (66) 1 — (65) Amounts reclassified from accumulated other comprehensive loss — 1 (13) (12) Balance, September 30, 2021 $ (578) $ (118) $ (9) $ (705) The tables below present changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2022 and 2021. Cumulative Pension Unrealized Total Balance, January 1, 2022 $ (628) $ (100) $ (10) $ (738) Other comprehensive (loss) income (176) — 50 (126) Amounts reclassified from accumulated other comprehensive loss — 2 (23) (21) Balance, September 30, 2022 $ (804) $ (98) $ 17 $ (885) Cumulative Pension Unrealized Total Balance, January 1, 2021 $ (491) $ (120) $ 1 $ (610) Other comprehensive (loss) income (53) (1) 12 (42) Amounts reclassified from accumulated other comprehensive loss — 3 (22) (19) Acquisition of noncontrolling interest (34) — — (34) Balance, September 30, 2021 $ (578) $ (118) $ (9) $ (705) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Weighted-Average Assumptions Utilized to Value Performance-Based Awards Based on Total Shareholder Return | The following weighted average assumptions were utilized to value the TSR grants: 2022 Dividend yield 3.22 % Expected historical volatility 68.0 % Risk free interest rate 3.06 % Expected life (in years) 3 |
Pension and Other Postretirem_2
Pension and Other Postretirement Healthcare Benefits (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Net Periodic Cost Associated with the U.S. and Foreign Pension Plans | The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Income were as follows: Pensions Pensions Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net periodic cost: Service cost $ 1 $ 1 $ 3 $ 3 Interest cost 4 3 11 10 Expected return on plan assets (6) (6) (18) (19) Net amortization of actuarial loss and prior service credit 1 1 3 3 Total net periodic cost $ — $ (1) $ (1) $ (3) The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Income were as follows: Other Postretirement Benefit Plans Other Postretirement Benefit Plans Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net periodic cost: Service cost $ — $ — $ — $ — Interest cost 1 1 2 2 Expected return on plan assets — — — — Net amortization of actuarial loss and prior service credit — — — 1 Total net periodic cost $ 1 $ 1 $ 2 $ 3 |
The Company (Details)
The Company (Details) | Sep. 30, 2022 facility |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of titanium dioxide pigment facilities in which entity operates | 9 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 9 Months Ended | ||
Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 | Dec. 31, 2021 USD ($) | |
Concentration Risk [Line Items] | |||
Contract asset | $ | $ 0 | $ 0 | |
Contract liability | $ | $ 1,000,000 | $ 2,000,000 | |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Ten Largest Third-party Customers | Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 30% | 28% |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 895 | $ 870 | $ 2,805 | $ 2,688 |
TiO2 | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 673 | 682 | 2,215 | 2,118 |
Zircon | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 128 | 116 | 346 | 360 |
Feedstock and other products | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 94 | 72 | 244 | 210 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 228 | 183 | 628 | 546 |
South and Central America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 73 | 63 | 213 | 194 |
Europe, Middle-East and Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 331 | 345 | 1,069 | 1,059 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 263 | $ 279 | $ 895 | $ 889 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (provision) benefit | $ (18) | $ (28) | $ 187 | $ (54) |
Income before income taxes | $ 141 | $ 141 | $ 327 | $ 270 |
Effective tax rate | 13% | 20% | (57.00%) | 20% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Examination [Line Items] | |||
Deferred tax benefit | $ 7,000,000 | ||
Unrecognized tax benefits | $ 0 | 0 | |
Australia | |||
Income Tax Examination [Line Items] | |||
Deferred tax benefit | 16,000,000 | 278,000,000 | |
Deferred tax assets, valuation allowance | $ 475,000,000 | $ 475,000,000 | |
U.K. | |||
Income Tax Examination [Line Items] | |||
Statutory tax rate | 19% | 19% |
Income Per Share - Computation
Income Per Share - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator - Basic and Diluted: | ||||||||
Net income | $ 123 | $ 375 | $ 16 | $ 113 | $ 77 | $ 26 | $ 514 | $ 216 |
Less: Net income attributable to noncontrolling interest | 2 | 2 | 2 | 13 | ||||
Net income attributable to Tronox Holdings plc | $ 121 | $ 111 | $ 512 | $ 203 | ||||
Denominator - Basic and Diluted: | ||||||||
Weighted-average ordinary shares, basic (in thousands) (in shares) | 154,548 | 153,762 | 155,027 | 151,472 | ||||
Weighted-average ordinary shares, diluted (in thousands) (in shares) | 156,948 | 159,020 | 158,201 | 157,148 | ||||
Basic net income per ordinary share (in dollars per share) | $ 0.78 | $ 0.72 | $ 3.30 | $ 1.34 | ||||
Diluted net income per ordinary share (in dollars per share) | $ 0.77 | $ 0.70 | $ 3.23 | $ 1.29 |
Income Per Share - Anti-Dilutiv
Income Per Share - Anti-Dilutive Shares Not Recognized in Diluted Net Income (Loss) per Share Calculation (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares (in shares) | 518,934 | 495,314 | 518,934 | 495,314 |
Restricted share units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares (in shares) | 1,333,723 | 16,488 | 1,330,971 | 29,787 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization Program (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2022 | Mar. 15, 2022 | |
Transfers and Servicing [Abstract] | |||
Accounts receivable securitization, maximum draw limit | $ 75,000,000 | ||
Accounts receivable from securitization | $ 75,000,000 | ||
Proceeds from accounts receivable securitization | $ 75,000,000 | ||
Unsold receivables retained | $ 34,000,000 | ||
Accounts receivable securitization, term | 1 year |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory, Net [Abstract] | ||
Raw materials | $ 244 | $ 265 |
Work-in-process | 127 | 117 |
Finished goods, net | 519 | 461 |
Materials and supplies, net | 242 | 205 |
Inventories, net – current | 1,132 | 1,048 |
Inventory obsolescence reserves | 42 | 43 |
Reserves for lower of cost or market and net realizable value | $ 20 | $ 11 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | $ 3,227 | $ 3,227 | $ 3,123 | ||
Less: accumulated depreciation | (1,478) | (1,478) | (1,413) | ||
Property, plant and equipment, net | 1,749 | 1,749 | 1,710 | ||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 51 | $ 55 | 155 | $ 175 | |
Cost of goods sold | |||||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 50 | 54 | 152 | 171 | |
Selling, general and administrative expenses | |||||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 1 | $ 1 | 3 | $ 4 | |
Land and land improvements | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | 178 | 178 | 188 | ||
Buildings | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | 359 | 359 | 365 | ||
Machinery and equipment | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | 2,231 | 2,231 | 2,234 | ||
Construction-in-progress | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | 398 | 398 | 263 | ||
Other | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | $ 61 | $ 61 | $ 73 |
Mineral Leaseholds, Net (Detail
Mineral Leaseholds, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Summary of minerals leaseholds, net of accumulated depletion [Abstract] | |||||
Mineral leaseholds | $ 1,263 | $ 1,263 | $ 1,306 | ||
Less: accumulated depletion | (570) | (570) | (559) | ||
Mineral leaseholds, net | 693 | 693 | $ 747 | ||
Depletion expense | $ 8 | $ 9 | $ 23 | $ 28 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross Cost | $ 556 | $ 556 | $ 504 | ||
Accumulated Amortization | (305) | (305) | (287) | ||
Net Carrying Amount | 251 | 251 | 217 | ||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 7 | $ 8 | 23 | $ 24 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
Remainder of 2022 | 9 | 9 | |||
2023 | 47 | 47 | |||
2024 | 29 | 29 | |||
2025 | 33 | 33 | |||
2026 | 14 | 14 | |||
Thereafter | 119 | 119 | |||
Cost of goods sold | |||||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 1 | 0 | 1 | 1 | |
Selling, general and administrative expenses | |||||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 6 | $ 8 | 22 | $ 23 | |
Customer relationships | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross Cost | 291 | 291 | 291 | ||
Accumulated Amortization | (226) | (226) | (211) | ||
Net Carrying Amount | 65 | 65 | 80 | ||
TiO2 technology | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross Cost | 93 | 93 | 93 | ||
Accumulated Amortization | (36) | (36) | (31) | ||
Net Carrying Amount | 57 | 57 | 62 | ||
Internal-use software and other | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross Cost | 172 | 172 | 120 | ||
Accumulated Amortization | (43) | (43) | (45) | ||
Net Carrying Amount | 129 | 129 | 75 | ||
Capitalized Software | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Net Carrying Amount | $ 103 | $ 103 | $ 68 |
Balance Sheet and Cash Flow S_3
Balance Sheet and Cash Flow Supplemental Information - Accrued Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Employee-related costs and benefits | $ 104 | $ 155 |
Related party payables | 6 | 1 |
Interest | 2 | 20 |
Sales rebates | 32 | 36 |
Taxes other than income taxes | 13 | 18 |
Asset retirement obligations | 7 | 10 |
Interest rate swaps | 0 | 25 |
Other accrued liabilities | 98 | 63 |
Accrued liabilities | $ 262 | $ 328 |
Balance Sheet and Cash Flow S_4
Balance Sheet and Cash Flow Supplemental Information - Additional Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Supplemental non cash information: | ||
Financing activities - Acquisition of noncontrolling interest | $ 0 | $ 125 |
Financing activities - Initial commercial insurance premium financing agreement | 21 | 0 |
Capital expenditures acquired but not yet paid | $ 78 | $ 75 |
Debt - Long-Term Debt, Net of U
Debt - Long-Term Debt, Net of Unamortized Discount and Debt Issuance Costs (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Apr. 04, 2022 | Dec. 31, 2021 | |
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Finance leases | $ 46,000,000 | $ 14,000,000 | ||
Long-term debt | 2,519,000,000 | 2,612,000,000 | ||
Less: Long-term debt due within one year | (22,000,000) | (18,000,000) | ||
Debt issuance costs | (34,000,000) | (36,000,000) | ||
Long-term debt, net | 2,463,000,000 | 2,558,000,000 | ||
New Term Loan Facility, net of unamortized discount | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | 1,300,000,000 | |||
Long-term debt, gross | $ 897,000,000 | 897,000,000 | ||
Average effective interest rate | 4.70% | 4.90% | ||
2022 Term Loan Facility | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | $ 400,000,000 | $ 400,000,000 | ||
Long-term debt, gross | $ 394,000,000 | 0 | ||
Average effective interest rate | 5.10% | |||
Senior Notes due 2029 | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | $ 1,075,000,000 | $ 1,075,000,000 | ||
Annual Interest Rate | 4.625% | 4.625% | ||
Long-term debt, gross | $ 1,075,000,000 | 1,075,000,000 | ||
6.5% Senior Secured Notes due 2025 | Senior Notes | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | $ 500,000,000 | |||
Annual Interest Rate | 6.50% | |||
Long-term debt, gross | $ 0 | 500,000,000 | ||
Standard Bank Term Loan Facility | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | 98,000,000 | |||
Long-term debt, gross | $ 75,000,000 | 92,000,000 | ||
Average effective interest rate | 6.80% | 6.40% | ||
Australian Government Loan, net of unamortized discount | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Long-term debt, gross | $ 1,000,000 | 1,000,000 | ||
MGT Loan | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | 36,000,000 | |||
Long-term debt, gross | $ 31,000,000 | $ 33,000,000 | ||
Average effective interest rate | 4% | 3.10% |
Debt - Narrative (Details)
Debt - Narrative (Details) R in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2022 USD ($) | Apr. 04, 2022 USD ($) | Oct. 31, 2022 USD ($) | Oct. 31, 2022 ZAR (R) | Aug. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) | Jul. 31, 2022 ZAR (R) | Apr. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Apr. 01, 2021 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||||||||
Loss on extinguishment of debt | $ 0 | $ 3,000,000 | $ 21,000,000 | $ 60,000,000 | ||||||||||
Insurance premium | 21,000,000 | $ 0 | ||||||||||||
Short-term debt | $ 84,000,000 | 84,000,000 | 84,000,000 | $ 0 | ||||||||||
Insurance Premium Financing Agreement | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest rate | 5% | |||||||||||||
Insurance premium | $ 21,000,000 | |||||||||||||
Monthly installments due | 10 months | |||||||||||||
Short-term debt | 17,000,000 | 17,000,000 | 17,000,000 | |||||||||||
Term Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Original principal | $ 1,300,000,000 | 1,300,000,000 | 1,300,000,000 | |||||||||||
Debt instrument, term | 7 years | |||||||||||||
Term Loan Facility | LIBOR | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate | 2.25% | |||||||||||||
Cash Flow Revolver | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Proceeds from issuance of debt | $ 85,000,000 | |||||||||||||
Repayments of debt | 20,000,000 | |||||||||||||
Long-term debt | $ 65,000,000 | 65,000,000 | 65,000,000 | |||||||||||
Senior Notes due 2029 | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Original principal | $ 1,075,000,000 | $ 1,075,000,000 | $ 1,075,000,000 | $ 1,075,000,000 | $ 1,075,000,000 | |||||||||
Interest rate | 4.625% | 4.625% | 4.625% | 4.625% | 4.625% | |||||||||
Senior Notes due 2026 | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Loss on extinguishment of debt | $ 30,000,000 | |||||||||||||
Original principal | $ 615,000,000 | 615,000,000 | ||||||||||||
Amortization of debt premium | 21,000,000 | |||||||||||||
Senior Notes due 2025 | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Loss on extinguishment of debt | 22,000,000 | |||||||||||||
Original principal | $ 450,000,000 | |||||||||||||
Amortization of debt premium | 19,000,000 | |||||||||||||
2022 Term Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Loss on extinguishment of debt | $ 21,000,000 | |||||||||||||
Original principal | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | 400,000,000 | ||||||||||
Amortization of debt premium | 18,000,000 | |||||||||||||
Debt instrument, term | 7 years | |||||||||||||
Interest rate floor | 0.50% | |||||||||||||
2022 Term Loan Facility | Base Rate | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate | 3.25% | 2.25% | ||||||||||||
2022 Term Loan Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate | 3.25% | |||||||||||||
6.5% Senior Secured Notes due 2025 | Senior Notes | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Original principal | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | |||||||||||
Interest rate | 6.50% | 6.50% | 6.50% | |||||||||||
Revolving Credit Facility | Standard Bank Revolver | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Proceeds from issuance of debt | $ 22,000,000 | R 400 | ||||||||||||
Revolving Credit Facility | Standard Bank Revolver | Subsequent Event | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Proceeds from issuance of debt | $ 15,000,000 | R 280 | ||||||||||||
Revolving Credit Facility | Term Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Loss on extinguishment of debt | 3,000,000 | 4,000,000 | ||||||||||||
Repayment of debt | $ 135,000,000 | $ 196,000,000 | ||||||||||||
Revolving Credit Facility | Cash Flow Revolver | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Debt instrument, term | 5 years |
Derivative Financial Instrume_3
Derivative Financial Instruments - Fair Value of Derivatives Outstanding (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | $ 31 | $ 4 |
Total derivatives, accrued liabilities at fair value | 20 | 26 |
Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 31 | 4 |
Total derivatives, accrued liabilities at fair value | 10 | 26 |
Prepaid and other current assets | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 31 | 4 |
Currency Contracts | Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 0 | 3 |
Total derivatives, accrued liabilities at fair value | 10 | 1 |
Currency Contracts | Derivatives Not Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 0 | 0 |
Total derivatives, accrued liabilities at fair value | 10 | 0 |
Interest Rate Swaps | Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 29 | 0 |
Total derivatives, accrued liabilities at fair value | 0 | 25 |
Natural Gas Hedges | Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 2 | 1 |
Total derivatives, accrued liabilities at fair value | $ 0 | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Impact on Statement of Operation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Derivatives Designated as Hedging Instruments | ||||
Total Derivatives | $ 0 | $ 0 | $ 5 | $ 0 |
Cost of Goods Sold | ||||
Derivatives Designated as Hedging Instruments | ||||
Total Derivatives | 2 | 13 | 18 | 22 |
Other Income (Expense), net | ||||
Derivatives Designated as Hedging Instruments | ||||
Total Derivatives | (13) | 0 | (18) | 3 |
Currency Contracts | Revenue | ||||
Derivatives Not Designated as Hedging Instruments | ||||
Currency Contracts | 0 | 0 | 0 | 0 |
Derivatives Designated as Hedging Instruments | ||||
Currency Contracts and Natural Gas Hedges | 0 | 0 | 5 | 0 |
Currency Contracts | Cost of Goods Sold | ||||
Derivatives Not Designated as Hedging Instruments | ||||
Currency Contracts | 0 | 0 | 0 | 0 |
Derivatives Designated as Hedging Instruments | ||||
Currency Contracts and Natural Gas Hedges | 0 | 13 | 14 | 22 |
Currency Contracts | Other Income (Expense), net | ||||
Derivatives Not Designated as Hedging Instruments | ||||
Currency Contracts | (13) | 0 | (18) | 3 |
Derivatives Designated as Hedging Instruments | ||||
Currency Contracts and Natural Gas Hedges | 0 | 0 | 0 | 0 |
Natural Gas Hedges | Revenue | ||||
Derivatives Designated as Hedging Instruments | ||||
Currency Contracts and Natural Gas Hedges | 0 | 0 | 0 | 0 |
Natural Gas Hedges | Cost of Goods Sold | ||||
Derivatives Designated as Hedging Instruments | ||||
Currency Contracts and Natural Gas Hedges | 2 | 0 | 4 | 0 |
Natural Gas Hedges | Other Income (Expense), net | ||||
Derivatives Designated as Hedging Instruments | ||||
Currency Contracts and Natural Gas Hedges | $ 0 | $ 0 | $ 0 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Narrative (Details) € in Millions, £ in Millions, R in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 AUD ($) | Sep. 30, 2022 ZAR (R) | Sep. 30, 2022 GBP (£) | Sep. 30, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 AUD ($) | Dec. 31, 2021 ZAR (R) | Jun. 30, 2019 USD ($) | |
Derivative Financial Instruments [Abstract] | ||||||||||||
Unrealized net income (loss) | $ (885,000,000) | $ (885,000,000) | $ (738,000,000) | |||||||||
Interest expense | 32,000,000 | $ 37,000,000 | 92,000,000 | $ 123,000,000 | ||||||||
Cash flow hedge to be reclassified to earnings within twelve months | 11,000,000 | |||||||||||
Cash flow hedge to be reclassified to earnings remainder of the year | 4,000,000 | |||||||||||
Accumulated other comprehensive loss | ||||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||||
Unrealized net income (loss) | (11,000,000) | (11,000,000) | 15,000,000 | |||||||||
Interest Rate Swaps | ||||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||||
Notional amount | $ 750,000,000 | |||||||||||
Interest expense | 1,000,000 | $ 4,000,000 | 7,000,000 | $ 12,000,000 | ||||||||
Interest Rate Swaps | Accumulated other comprehensive loss | ||||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||||
Unrealized net income (loss) | 29,000,000 | 29,000,000 | (25,000,000) | |||||||||
Australian Dollar Exchange Contract | ||||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||||
Notional amount | 112,000,000 | 112,000,000 | $ 174 | |||||||||
South African Rand Exchange Contract | ||||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||||
Notional amount | 84,000,000 | 84,000,000 | R 1,500 | |||||||||
Foreign Exchange Contract, South African Rand | Not Designated as Hedging Instrument | ||||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||||
Notional amount | 43,000,000 | 43,000,000 | R 786 | 28,000,000 | R 510 | |||||||
Foreign Exchange Contract, Australian Dollars | Not Designated as Hedging Instrument | ||||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||||
Notional amount | 122,000,000 | 122,000,000 | $ 189 | $ 111,000,000 | $ 172 | |||||||
Foreign Exchange Contract, Pound Sterling | Not Designated as Hedging Instrument | ||||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||||
Notional amount | 16,000,000 | 16,000,000 | £ 15 | |||||||||
Foreign Exchange Contract, Euro | Not Designated as Hedging Instrument | ||||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||||
Notional amount | $ 8,000,000 | $ 8,000,000 | € 8 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Interest rate swaps | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | $ 29 | $ 0 | |
Derivative liability | 0 | 25 | |
Natural gas hedges | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | 2 | 1 | |
Derivative liability | 0 | 0 | |
Foreign currency contracts | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | 0 | 3 | |
Derivative liability | 20 | 1 | |
Term Loan Facility | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 859 | 895 | |
2022 Term Loan Facility | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 381 | 0 | |
Standard Bank Term Loan Facility | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | $ 75 | 92 | |
Senior Notes due 2029 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 4.625% | 4.625% | |
Senior Notes due 2029 | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | $ 795 | 1,071 | |
6.5% Senior Secured Notes due 2025 | Senior Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 6.50% | ||
6.5% Senior Secured Notes due 2025 | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | $ 0 | 526 | |
Australian Government Loan | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | 1 | 1 | |
MGT Loan | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | $ 31 | $ 33 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||||
Beginning balance | $ 147 | $ 169 | $ 149 | $ 166 | |
Additions | 1 | 0 | 1 | 4 | |
Accretion expense | 3 | 3 | 10 | 9 | |
Remeasurement/translation | (9) | (6) | (14) | (9) | |
Other, including change in estimates | 4 | 3 | 4 | 3 | |
Settlements/payments | (3) | (3) | (7) | (7) | |
Ending balance | 143 | 166 | 143 | 166 | |
Asset retirement obligations [Abstract] | |||||
Current portion included in “Accrued liabilities” | 7 | 7 | $ 10 | ||
Noncurrent portion included in “Asset retirement obligations” | 136 | 136 | 139 | ||
Asset retirement obligations | $ 143 | $ 166 | $ 143 | $ 166 | $ 149 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Apr. 18, 2022 | Jun. 30, 2019 | May 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract] | ||||||||
Remainder of 2022 | $ 121 | $ 121 | $ 121 | |||||
2023 | 181 | 181 | 181 | |||||
2024 | 161 | 161 | 161 | |||||
2025 | 140 | 140 | 140 | |||||
2026 | 145 | 145 | 145 | |||||
Thereafter | 1,655 | 1,655 | 1,655 | |||||
Commitments and Contingencies [Abstract] | ||||||||
Loss contingency | 54 | 54 | 54 | |||||
Litigation settlement, expense | 0 | $ 0 | 85 | $ 0 | ||||
Venator Materials PLC VS. Tronox Limited | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Damages sought | $ 400 | |||||||
Cristal, North America TiO2 Business | Discontinued Operations, Disposed of by Sale | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Proceeds from divestiture of businesses | $ 701 | |||||||
Maryland Port Administration | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Provision | 56 | |||||||
Venator Materials PLC | Venator Materials PLC VS. Tronox Limited | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Damages sought | $ 75 | |||||||
Litigation settlement, expense | $ 85 | |||||||
Letters of Credit | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Loss contingency | 20 | 20 | 20 | |||||
Bank Guarantees | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Loss contingency | $ 34 | $ 34 | $ 34 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 09, 2021 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Balance, beginning of period | $ 2,326,000,000 | $ 1,976,000,000 | $ 1,871,000,000 | $ 2,042,000,000 | $ 1,871,000,000 | |
Acquisition of noncontrolling interest | 0 | |||||
Balance, end of period | 2,322,000,000 | 1,999,000,000 | 1,857,000,000 | $ 2,322,000,000 | 1,999,000,000 | |
Shares authorized for repurchase | $ 300,000,000 | |||||
Shares repurchased (in shares) | 2,843,789 | |||||
Average share repurchase price (in dollars per share) | $ 17.38 | |||||
Repurchase of common stock | $ 50,000,000 | 0 | ||||
Stock repurchase program, remaining authorized repurchase amount | 251,000,000 | 251,000,000 | ||||
Accumulated Other Comprehensive Loss | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Balance, beginning of period | (772,000,000) | (628,000,000) | (610,000,000) | (738,000,000) | (610,000,000) | |
Other comprehensive (loss) income | (113,000,000) | (65,000,000) | (126,000,000) | (42,000,000) | ||
Amounts reclassified from accumulated other comprehensive loss | 0 | (12,000,000) | (21,000,000) | (19,000,000) | ||
Acquisition of noncontrolling interest | (34,000,000) | (34,000,000) | ||||
Balance, end of period | (885,000,000) | (705,000,000) | (668,000,000) | (885,000,000) | (705,000,000) | |
Cumulative Translation Adjustment | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Balance, beginning of period | (684,000,000) | (512,000,000) | (491,000,000) | (628,000,000) | (491,000,000) | |
Other comprehensive (loss) income | (120,000,000) | (66,000,000) | (176,000,000) | (53,000,000) | ||
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 | ||
Acquisition of noncontrolling interest | (34,000,000) | |||||
Balance, end of period | (804,000,000) | (578,000,000) | (804,000,000) | (578,000,000) | ||
Pension Liability Adjustment | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Balance, beginning of period | (99,000,000) | (120,000,000) | (120,000,000) | (100,000,000) | (120,000,000) | |
Other comprehensive (loss) income | 0 | 1,000,000 | 0 | (1,000,000) | ||
Amounts reclassified from accumulated other comprehensive loss | 1,000,000 | 1,000,000 | 2,000,000 | 3,000,000 | ||
Acquisition of noncontrolling interest | 0 | |||||
Balance, end of period | (98,000,000) | (118,000,000) | (98,000,000) | (118,000,000) | ||
Unrealized Gains (Losses) on Hedges | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Balance, beginning of period | 11,000,000 | 4,000,000 | $ 1,000,000 | (10,000,000) | 1,000,000 | |
Other comprehensive (loss) income | 7,000,000 | 0 | 50,000,000 | 12,000,000 | ||
Amounts reclassified from accumulated other comprehensive loss | (1,000,000) | (13,000,000) | (23,000,000) | (22,000,000) | ||
Acquisition of noncontrolling interest | 0 | |||||
Balance, end of period | $ 17,000,000 | $ (9,000,000) | $ 17,000,000 | $ (9,000,000) |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) performance_period $ / shares shares | Sep. 30, 2021 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense for all nonvested awards, adjusted for estimated forfeitures | $ | $ 33 | $ 33 | ||
Weighted average period of recognition for unrecognized compensation expense | 1 year 9 months 18 days | |||
Accelerated stock compensation expense | $ | $ 2 | |||
Options, exercises in period, intrinsic value (less than) (in shares) | 13,881 | |||
Options, exercises in period, intrinsic value | $ | $ 1 | |||
Restricted share units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ | $ 7 | $ 7 | $ 21 | $ 23 |
Restricted Share Units (RSUs), Time-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Restricted Share Units (RSUs), Time-Based Awards | Management | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 579,551 | |||
Restricted Share Units (RSUs), Time-Based Awards | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 68,296 | |||
Restricted Share Units (RSUs), Performance-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 530,832 | |||
Restricted Share Units (RSUs), Performance-Based Awards | Share-based Payment Arrangement, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 265,416 | |||
Award performance period | 3 years | |||
Grant date fair value (in dollars per share) | $ / shares | $ 34.49 | |||
Restricted Share Units (RSUs), Performance-Based Awards | Share-based Payment Arrangement, Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 265,416 | |||
Number of performance periods | performance_period | 3 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted-Average Assumptions Utilized to Value Performance-Based Awards Based on Total Shareholder Return (Details) - Restricted Share Units (RSUs), Performance-Based Awards - Share-based Payment Arrangement, Tranche One | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 3.22% |
Expected historical volatility | 68% |
Risk free interest rate | 3.06% |
Expected life (in years) | 3 years |
Pension and Other Postretirem_3
Pension and Other Postretirement Healthcare Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Pensions | ||||
Net periodic cost: | ||||
Service cost | $ 1 | $ 1 | $ 3 | $ 3 |
Interest cost | 4 | 3 | 11 | 10 |
Expected return on plan assets | (6) | (6) | (18) | (19) |
Net amortization of actuarial loss and prior service credit | 1 | 1 | 3 | 3 |
Total net periodic cost | 0 | (1) | (1) | (3) |
Other Postretirement Benefit Plans | ||||
Net periodic cost: | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 1 | 1 | 2 | 2 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Net amortization of actuarial loss and prior service credit | 0 | 0 | 0 | 1 |
Total net periodic cost | $ 1 | $ 1 | $ 2 | $ 3 |
Pension and Other Postretirem_4
Pension and Other Postretirement Healthcare Benefits - Narrative (Details) - Pensions - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Multiemployer Plans [Abstract] | |||||
Employer contributions | $ 5 | ||||
Expected future employer contributions, remainder of fiscal year (less than) | $ 1 | 1 | |||
Forecast | |||||
Multiemployer Plans [Abstract] | |||||
Estimated pension settlement charge | $ 20 | ||||
Foreign Plan | Cost of goods sold | |||||
Multiemployer Plans [Abstract] | |||||
Multiemployer contribution amount | $ 1 | $ 1 | $ 4 | $ 4 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 53 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 17, 2020 | Dec. 29, 2019 | May 09, 2018 | |
Related Party Transaction [Line Items] | |||||||||
Shares owned (in shares) | 154,460,592 | 154,460,592 | 154,460,592 | 153,934,677 | |||||
Other income, net | $ 8,000,000 | $ 12,000,000 | $ 12,000,000 | $ 6,000,000 | |||||
Prepaid and other assets | $ 155,000,000 | $ 155,000,000 | $ 155,000,000 | $ 132,000,000 | |||||
Cristal's Titanium Dioxide Business | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage | 24% | 24% | 24% | ||||||
MGT Loan | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable | $ 31,000,000 | $ 31,000,000 | $ 31,000,000 | $ 36,000,000 | |||||
Notes payable, current | 6,000,000 | 6,000,000 | 6,000,000 | ||||||
Repayments of debt | 1,000,000 | 1,000,000 | $ 2,000,000 | 3,000,000 | |||||
Minimum | MGT Loan | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Maximum | MGT Loan | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, term | 6 years | ||||||||
Affiliated Entity | Option Agreement, Amounts to be Reimbursed for Capital Expenditures and Operational Expenses | AMIC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amounts receivable from related party | $ 125,000,000 | ||||||||
Amount loaned to related parties | 36,000,000 | ||||||||
Affiliated Entity | Amended Options Agreement, Second Option, Loan Amount Forgiven | AMIC | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amount | 125,000,000 | ||||||||
Affiliated Entity | Amended Technical Services Agreement | AMIC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Prepaid and other assets | 2,000,000 | $ 2,000,000 | 2,000,000 | 1,000,000 | |||||
Affiliated Entity | Amended Technical Services Agreement, Monthly Management Fee | AMIC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other income, net | 2,000,000 | 2,000,000 | 6,000,000 | 6,000,000 | |||||
Affiliated Entity | Amended Technical Services Agreement, Other Technical Support Fees | AMIC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other income, net | 0 | 0 | 1,000,000 | 0 | |||||
Affiliated Entity | Purchase of Chlorine Gas | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchases from related party | 1,000,000 | 2,000,000 | 3,000,000 | 6,000,000 | |||||
Affiliated Entity | Purchase of Chlorine Gas | Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount due to related party (less than) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Affiliated Entity | Receivable From MGT Product Sales | Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | |||||||||
Related Party Transaction [Line Items] | |||||||||
Receivable due from related parties | 5,000,000 | 5,000,000 | 5,000,000 | 6,000,000 | |||||
Tasnee | Pre-Acquisition Period Tax Settlements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Receivable due from related parties | 3,000,000 | 3,000,000 | $ 3,000,000 | ||||||
Tasnee | Stamp Duty and Other Taxes Reimbursable | |||||||||
Related Party Transaction [Line Items] | |||||||||
Receivable due from related parties | 8,000,000 | ||||||||
MGT | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revenue from related party | $ 8,000,000 | 7,000,000 | $ 19,000,000 | 24,000,000 | |||||
Advanced Metal Industries Cluster Company Limited | Slagger | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage | 90% | ||||||||
Advanced Metal Industries Cluster Company Limited | Affiliated Entity | Acquisition of Assets Producing Metal Grade TiCl4 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes receivable, related parties | $ 36,000,000 | ||||||||
Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | Affiliated Entity | Acquisition of Assets Producing Metal Grade TiCl4 | Yanbu Facility | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage | 65% | ||||||||
Cristal's Titanium Dioxide Business | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares owned (in shares) | 37,580,000 | 37,580,000 | 37,580,000 | ||||||
Slagger | Advanced Metal Industries Cluster Company Limited | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loan commitment | $ 322,000,000 | ||||||||
Loan made | $ 125,000,000 | $ 125,000,000 | $ 125,000,000 | 125,000,000 | |||||
Slagger | Advanced Metal Industries Cluster Company Limited | Other long-term assets | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest receivable | 11,000,000 | 11,000,000 | 11,000,000 | 9,000,000 | |||||
Slagger | Advanced Metal Industries Cluster Company Limited | Purchases of Feedstock Material | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amount | 20,000,000 | $ 0 | 43,000,000 | $ 0 | |||||
Amount due to related party (less than) | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 0 |