Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 22, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 $0.01 per share | |
Security Exchange Name | NYSE | |
Trading Symbol | TROX | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 157,919,518 | |
Entity Central Index Key | 0001530804 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net sales | $ 820 | $ 794 | $ 1,594 | $ 1,502 |
Cost of goods sold | 670 | 637 | 1,324 | 1,212 |
Gross profit | 150 | 157 | 270 | 290 |
Selling, general and administrative expenses | 74 | 73 | 153 | 144 |
Income from operations | 76 | 84 | 117 | 146 |
Interest expense | (42) | (38) | (84) | (71) |
Interest income | 2 | 3 | 6 | 6 |
Other income, net | 19 | 4 | 18 | 6 |
Income before income taxes | 55 | 53 | 57 | 87 |
Income tax provision | (45) | (322) | (56) | (331) |
Net income (loss) | 10 | (269) | 1 | (244) |
Net (loss) income attributable to noncontrolling interest | (6) | 0 | (6) | 2 |
Net income (loss) attributable to Tronox Holdings plc | $ 16 | $ (269) | $ 7 | $ (246) |
Earnings (loss) per share: | ||||
Basic (in dollars per share) | $ 0.10 | $ (1.72) | $ 0.04 | $ (1.58) |
Diluted (in dollars per share) | $ 0.10 | $ (1.72) | $ 0.04 | $ (1.58) |
Weighted average shares outstanding, basic (in thousands) (in shares) | 158,117 | 156,780 | 157,730 | 155,986 |
Weighted average shares outstanding, diluted (in thousands) (in shares) | 159,288 | 156,780 | 158,902 | 155,986 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 10 | $ (269) | $ 1 | $ (244) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 14 | (30) | (27) | (43) |
Pension and postretirement plans: | ||||
Actuarial loss, (net of tax benefit of nil and less than $1 million in the three months ended June 30, 2024 and 2023, respectively, and net of tax benefit of nil and $1 million in the six months ended June 30, 2024 and 2023, respectively) | 0 | (1) | 0 | 0 |
Amortization of unrecognized actuarial loss, (net of tax benefit of nil in the three and six months ended June 30, 2024 and 2023) | 1 | 0 | 1 | 0 |
Total pension and postretirement gain (loss) | 1 | (1) | 1 | 0 |
Realized (gains) losses on derivatives reclassified from accumulated other comprehensive loss to the Condensed Consolidated Statement of Operations (net of tax expense of nil and $1 million in the three months ended June 30, 2024 and 2023, respectively, and net of tax expense of nil and $2 million in the six months ended June 30, 2024 and 2023, respectively) | (2) | 1 | (3) | 4 |
Unrealized gains (losses) on derivative financial instruments, (net of tax expense of nil and $1 million for the three months ended June 30, 2024 and 2023, respectively, and net of tax benefit of nil and $1 million for the six months ended June 30, 2024 and 2023, respectively) - See Note 12 | (1) | 9 | 9 | 3 |
Other comprehensive income (loss) | 12 | (21) | (20) | (36) |
Total comprehensive income (loss) | 22 | (290) | (19) | (280) |
Comprehensive (loss) income attributable to noncontrolling interest: | ||||
Net (loss) income | (6) | 0 | (6) | 2 |
Foreign currency translation adjustments | (4) | 3 | (5) | 5 |
Comprehensive (loss) income attributable to noncontrolling interest | (10) | 3 | (11) | 7 |
Comprehensive income (loss) attributable to Tronox Holdings plc | $ 32 | $ (293) | $ (8) | $ (287) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Actuarial loss, net of tax expense (benefit) | $ 0 | $ (1,000,000) | $ 0 | $ (1,000,000) |
Amortization of unrecognized actuarial loss, net of tax benefit | 0 | 0 | 0 | 0 |
Realized (gains) losses on derivatives reclassified from accumulated other comprehensive loss, net of tax expense (benefit) | 0 | 1,000,000 | 0 | 2,000,000 |
Unrealized gains (loss) on derivative instruments, net of tax expense (benefit) | $ 0 | $ 1,000,000 | $ 0 | $ (1,000,000) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 201 | $ 273 |
Accounts receivable (net of allowance for credit losses of $5 million and $3 million as of June 30, 2024 and December 31, 2023, respectively) | 382 | 290 |
Inventories, net | 1,424 | 1,421 |
Prepaid and other assets | 210 | 141 |
Income taxes receivable | 9 | 10 |
Total current assets | 2,226 | 2,135 |
Noncurrent Assets | ||
Property, plant and equipment, net | 1,841 | 1,835 |
Mineral leaseholds, net | 639 | 654 |
Intangible assets, net | 246 | 243 |
Lease right of use assets, net | 130 | 132 |
Deferred tax assets | 888 | 917 |
Other long-term assets | 126 | 218 |
Total assets | 6,096 | 6,134 |
Current Liabilities | ||
Accounts payable | 457 | 461 |
Accrued liabilities | 243 | 230 |
Short-term lease liabilities | 20 | 24 |
Short-term debt | 0 | 11 |
Long-term debt due within one year | 26 | 27 |
Total current liabilities | 746 | 753 |
Noncurrent Liabilities | ||
Long-term debt, net | 2,781 | 2,786 |
Pension and postretirement healthcare benefits | 101 | 104 |
Asset retirement obligations | 182 | 172 |
Environmental liabilities | 47 | 48 |
Long-term lease liabilities | 103 | 103 |
Deferred tax liabilities | 171 | 149 |
Other long-term liabilities | 34 | 39 |
Total liabilities | 4,165 | 4,154 |
Commitments and Contingencies - Note 15 | ||
Shareholders’ Equity | ||
Tronox Holdings plc ordinary shares, par value $0.01 — 157,912,468 shares issued and outstanding at June 30, 2024 and 156,793,755 shares issued and outstanding at December 31, 2023 | 2 | 2 |
Capital in excess of par value | 2,074 | 2,064 |
Retained earnings | 651 | 684 |
Accumulated other comprehensive loss | (829) | (814) |
Total Tronox Holdings plc shareholders’ equity | 1,898 | 1,936 |
Noncontrolling interest | 33 | 44 |
Total equity | 1,931 | 1,980 |
Total liabilities and equity | $ 6,096 | $ 6,134 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Accounts receivable, net of allowance for credit losses | $ 5 | $ 3 |
Shareholders’ Equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 157,912,468 | 156,793,755 |
Common stock, shares outstanding (in shares) | 157,912,468 | 156,793,755 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 1 | $ (244) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 144 | 139 |
Deferred income taxes | 46 | 310 |
Share-based compensation expense | 10 | 11 |
Amortization of deferred debt issuance costs and discount on debt | 5 | 4 |
Other non-cash items affecting net income (loss) | 13 | 26 |
Changes in assets and liabilities: | ||
Increase in accounts receivable, net of allowance for credit losses | (97) | (1) |
Decrease (increase) in inventories, net | 8 | (131) |
Decrease in prepaid and other assets | 10 | 9 |
Increase (decrease) in accounts payable and accrued liabilities | 13 | (43) |
Net changes in income tax payables and receivables | (2) | (4) |
Changes in other non-current assets and liabilities | (20) | (19) |
Cash provided by operating activities | 131 | 57 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (152) | (148) |
Proceeds from sale of assets | 16 | 3 |
Cash used in investing activities | (136) | (145) |
Cash Flows from Financing Activities: | ||
Repayments of short-term debt | (11) | (50) |
Repayments of long-term debt | (9) | (9) |
Proceeds from short-term debt | 0 | 201 |
Debt issuance costs | (2) | 0 |
Dividends paid | (41) | (50) |
Cash (used in) provided by financing activities | (63) | 92 |
Effects of exchange rate changes on cash and cash equivalents | (4) | (1) |
Net (decrease) increase in cash and cash equivalents | (72) | 3 |
Cash and cash equivalents at beginning of period | 273 | 164 |
Cash and cash equivalents at end of period | 201 | 167 |
Supplemental cash flow information: | ||
Interest paid, net | 78 | 61 |
Income taxes paid | $ 11 | $ 24 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Total | Total Tronox Holdings plc Shareholders’ Equity | Tronox Holdings plc Ordinary Shares | Capital in Excess of par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Non- controlling Interest |
Beginning balance (in shares) at Dec. 31, 2022 | 154,497,000 | ||||||
Beginning balance at Dec. 31, 2022 | $ 2,403 | $ 2,357 | $ 2 | $ 2,043 | $ 1,080 | $ (768) | $ 46 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 25 | 23 | 23 | 2 | |||
Other comprehensive income (loss) | (15) | (17) | (17) | 2 | |||
Share-based compensation (in shares) | 2,221,000 | ||||||
Share-based compensation | 6 | 6 | 6 | ||||
Shares cancelled (in shares) | (1,000) | ||||||
Ordinary share dividends | (20) | (20) | (20) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 156,717,000 | ||||||
Ending balance at Mar. 31, 2023 | 2,399 | 2,349 | $ 2 | 2,049 | 1,083 | (785) | 50 |
Beginning balance (in shares) at Dec. 31, 2022 | 154,497,000 | ||||||
Beginning balance at Dec. 31, 2022 | 2,403 | 2,357 | $ 2 | 2,043 | 1,080 | (768) | 46 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (244) | ||||||
Other comprehensive income (loss) | (36) | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 156,787,000 | ||||||
Ending balance at Jun. 30, 2023 | 2,086 | 2,041 | $ 2 | 2,054 | 794 | (809) | 45 |
Beginning balance (in shares) at Mar. 31, 2023 | 156,717,000 | ||||||
Beginning balance at Mar. 31, 2023 | 2,399 | 2,349 | $ 2 | 2,049 | 1,083 | (785) | 50 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (269) | (269) | (269) | ||||
Other comprehensive income (loss) | (21) | (24) | (24) | 3 | |||
Share-based compensation (in shares) | 92,000 | ||||||
Share-based compensation | 5 | 5 | 5 | ||||
Shares cancelled (in shares) | (22,000) | ||||||
Minority interest dividend | (8) | (8) | |||||
Ordinary share dividends | (20) | (20) | (20) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 156,787,000 | ||||||
Ending balance at Jun. 30, 2023 | $ 2,086 | 2,041 | $ 2 | 2,054 | 794 | (809) | 45 |
Beginning balance (in shares) at Dec. 31, 2023 | 156,793,755 | 156,794,000 | |||||
Beginning balance at Dec. 31, 2023 | $ 1,980 | 1,936 | $ 2 | 2,064 | 684 | (814) | 44 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (9) | (9) | (9) | ||||
Other comprehensive income (loss) | (32) | (31) | (31) | (1) | |||
Share-based compensation (in shares) | 1,050,000 | ||||||
Share-based compensation | 6 | 6 | 6 | ||||
Shares cancelled (in shares) | (6,000) | ||||||
Ordinary share dividends | (20) | (20) | (20) | ||||
Ending balance (in shares) at Mar. 31, 2024 | 157,838,000 | ||||||
Ending balance at Mar. 31, 2024 | $ 1,925 | 1,882 | $ 2 | 2,070 | 655 | (845) | 43 |
Beginning balance (in shares) at Dec. 31, 2023 | 156,793,755 | 156,794,000 | |||||
Beginning balance at Dec. 31, 2023 | $ 1,980 | 1,936 | $ 2 | 2,064 | 684 | (814) | 44 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 1 | ||||||
Other comprehensive income (loss) | $ (20) | ||||||
Ending balance (in shares) at Jun. 30, 2024 | 157,912,468 | 157,912,000 | |||||
Ending balance at Jun. 30, 2024 | $ 1,931 | 1,898 | $ 2 | 2,074 | 651 | (829) | 33 |
Beginning balance (in shares) at Mar. 31, 2024 | 157,838,000 | ||||||
Beginning balance at Mar. 31, 2024 | 1,925 | 1,882 | $ 2 | 2,070 | 655 | (845) | 43 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 10 | 16 | 16 | (6) | |||
Other comprehensive income (loss) | 12 | 16 | 16 | (4) | |||
Share-based compensation (in shares) | 94,000 | ||||||
Share-based compensation | 4 | 4 | 4 | ||||
Shares cancelled (in shares) | (20,000) | ||||||
Ordinary share dividends | $ (20) | (20) | (20) | ||||
Ending balance (in shares) at Jun. 30, 2024 | 157,912,468 | 157,912,000 | |||||
Ending balance at Jun. 30, 2024 | $ 1,931 | $ 1,898 | $ 2 | $ 2,074 | $ 651 | $ (829) | $ 33 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||
Ordinary share dividends (in dollars per share) | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.125 |
The Company
The Company | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO 2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO 2 at our nine TiO 2 pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO 2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world. We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement of its financial position as of June 30, 2024, and its results of operations for the three and six months ended June 30, 2024 and 2023. 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 November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures". The amendment requires additional disclosures by public entities, including those with a single reportable segment, to disclose significant segment expenses and other segment items for each reportable segment. The guidance applies to fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating any incremental disclosures required as a result of this standard. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating any incremental disclosures required as a result of this standard. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, and December 31, 2023, we did not have any material contract asset balances. Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. From time to time, we may receive advance payment from our customers that is accounted for as deferred revenue. Deferred revenue is earned when control of the product transfers to the customer, which is typically within a short period of time from when we received the advanced payment. Contract liability balances as of both June 30, 2024 and December 31, 2023 were less than $1 million. Contract liability balances were reported as “Accounts payable” in the unaudited Condensed Consolidated Balance Sheets. All material contract liabilities as of December 31, 2023 were recognized as revenue in “Net sales” in the unaudited Condensed Consolidated Statements of Operations during the first quarter of 2024. 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 North America $ 222 $ 204 $ 414 $ 393 South and Central America 51 41 97 82 Europe, Middle-East and Africa 308 319 617 602 Asia Pacific 239 230 466 425 Total net sales $ 820 $ 794 $ 1,594 $ 1,502 Net sales from external customers for each similar type of product were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 TiO 2 $ 653 $ 611 $ 1,259 $ 1,171 Zircon 85 95 173 167 Other products 82 88 162 164 Total net sales $ 820 $ 794 $ 1,594 $ 1,502 Other products mainly include pig iron, TiCl 4 and other mining products. During the six months ended June 30, 2024 and 2023, our ten largest third-party customers represented 36% and 37%, respectively, of our consolidated net sales. During both the six months ended June 30, 2024 and 2023, no single customer accounted for 10% of our consolidated net sales. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our operations are conducted through various subsidiaries in a number of countries throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Income before income taxes is comprised of the following: Three Months Ended Six Months Ended 2024 2023 2024 2023 Income tax provision $ (45) $ (322) $ (56) $ (331) Income before income taxes $ 55 $ 53 $ 57 $ 87 Effective tax rate 82 % 608 % 98 % 380 % 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 June 30, 2024 and 2023 was 25%. The statutory rate in the U.K. changed to 25% effective April 1, 2023 and a weighted average of 23.5% was applied for the full year 2023. The effective tax rates for both the three and six months ended June 30, 2024 and 2023 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. 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 three months ended June 30, 2024, we identified negative evidence concerning our ability to realize our Brazilian deferred tax assets. This evidence primarily relates to operational losses generated during the current year, a three-year cumulative loss threshold crossed during the quarter, and fluctuating levels of income and expenses which have led to uncertainty regarding the region's ability to generate net income in the foreseeable future. As a result, we recorded a full valuation allowance against Brazil's $16 million in deferred tax assets. We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia 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 China, South Africa and the United States. The Company currently has no uncertain tax positions recorded. We believe that we have made adequate provisions for income taxes that may be payable with respect to years open for examination or currently under examination. With regard to years under examination, 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. During the year ended December 31, 2023, the United Kingdom enacted legislation consistent with guidance from the Organization for Economic Co-operation and Development ("OECD") for the implementation of the Global Anti-Base Erosion Model Rules (Pillar Two). Additionally, various other jurisdictions have now implemented domestic minimum taxes which are also effective for 2024. Neither the UK multinational top-up tax nor any jurisdiction's domestic minimum tax are expected to have a material impact on our income tax provisions for 2024. |
Income Per Share
Income Per Share | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator - Basic and Diluted: Net income (loss) $ 10 $ (269) $ 1 $ (244) Less: Net (loss) income attributable to noncontrolling interest (6) — (6) 2 Net income (loss) available to ordinary shares $ 16 $ (269) $ 7 $ (246) Denominator - Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 158,117 156,780 157,730 155,986 Weighted-average ordinary shares, diluted (in thousands) 159,288 156,780 158,902 155,986 Basic net income (loss) per ordinary share $ 0.10 $ (1.72) $ 0.04 $ (1.58) Diluted net income (loss) per ordinary share $ 0.10 $ (1.72) $ 0.04 $ (1.58) Net income (loss) per ordinary share amounts were calculated from exact, not rounded net income (loss) and share information. Anti-dilutive shares not recognized in the diluted net income (loss) per share calculation for the three and six months ended June 30, 2024 and 2023 were as follows: Shares Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Options 3,473 265,376 3,473 265,376 Restricted share units 1,391,399 3,047,432 1,266,453 2,873,310 |
Accounts Receivable Securitizat
Accounts Receivable Securitization Program | 6 Months Ended |
Jun. 30, 2024 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization Program | Accounts Receivable Securitization Program On March 15, 2022, the Company entered into an accounts receivable securitization program (“Securitization Facility”) with a financial institution ("Purchaser"), through our wholly owned special purpose bankruptcy-remote subsidiary Tronox Securitization LLC (“ SPE”). In November 2022, the Securitization Facility was amended (the "First Amendment") to include receivable generated by our wholly-owned Australian operating subsidiaries Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. In June 2023, the Company entered into an additional amendment (the “Second Amendment”) to further include receivables generated by our wholly-owned European operating subsidiaries Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as a result of the Second Amendment, which remained at $200 million and November 2025, respectively. In March 2024, we entered into a Securitization Facility technical amendment (the "Third Amendment"), to increase the percentage of certain receivables eligible for sale to the Purchaser. In April 2024, we again amended the Securitization Facility (the "Fourth Amendment"), to increase the Facility Limit from $200 million to $230 million. As the Company does not maintain effective control over the sold receivables, we derecognize the sold receivables from our unaudited Condensed Consolidated Balance Sheet and classify the cash proceeds as source of cash from operating activities in our unaudited Condensed Consolidated Statement of Cash Flows. The program is structured on a revolving basis under which cash collections from receivables are used to fund additional purchases of receivables at 100% face value, not to exceed the facility limit. As of June 30, 2024 and December 31, 2023, the total value of accounts receivables sold under the Securitization Facility and derecognized from the Company's unaudited Condensed Consolidated Balance Sheet was $230 million and $186 million, respectively. This resulted in the Company recording $5 million within "Accounts payable" on the Condensed Consolidated Balance Sheet at December 31, 2023, as this amount is due to the Purchaser as a result of a periodic decrease in accounts receivable sold to the Purchaser, which was paid in January 2024. There were no corresponding amounts in Accounts Payable as of June 30, 2024. Additionally, at June 30, 2024 and December 31, 2023, we retained approximately $171 million and $129 million, respectively, of unsold receivables which we pledged as collateral for the sold receivables. The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cash proceeds from collections reinvested in the program $ 276 $ 201 $ 498 $ 345 Incremental accounts receivables sold 306 284 542 422 Fees incurred 1 4 3 7 5 1 Amounts relate to monthly utilization of the Securitization Facility and are recorded in "Other income, net" in our unaudited Condensed Consolidated Statement of Operations. |
Inventories, Net
Inventories, Net | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net Inventories, net consisted of the following: June 30, 2024 December 31, 2023 Raw materials $ 355 $ 352 Work-in-process 151 141 Finished goods, net 676 688 Materials and supplies, net 242 240 Inventories, net $ 1,424 $ 1,421 Materials and supplies, net consists of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of our products. At June 30, 2024 and December 31, 2023, there was approximately $59 million and $57 million, respectively, of inventory that is not expected to be sold within one year and as such, has been recorded in "Other long-term assets" on the Condensed Consolidated Balance Sheets. At June 30, 2024 and December 31, 2023, inventory obsolescence reserves primarily for materials and supplies were $44 million and $42 million, respectively. Reserves for lower of cost or market and net realizable value were $26 million and $50 million at June 30, 2024 and December 31, 2023, respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net of accumulated depreciation, consisted of the following: June 30, 2024 December 31, 2023 Land and land improvements $ 241 $ 237 Buildings 409 404 Machinery and equipment 2,564 2,530 Construction-in-progress 372 319 Other 58 60 Subtotal 3,644 3,550 Less: accumulated depreciation (1,803) (1,715) Property, plant and equipment, net $ 1,841 $ 1,835 Substantially all of the property, plant and equipment, net is pledged as collateral for our debt. The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Cost of goods sold $ 56 $ 52 $ 112 $ 106 Selling, general and administrative expenses 1 1 2 2 Total $ 57 $ 53 $ 114 $ 108 |
Mineral Leaseholds, Net
Mineral Leaseholds, Net | 6 Months Ended |
Jun. 30, 2024 | |
Extractive Industries [Abstract] | |
Mineral Leaseholds, Net | Mineral Leaseholds, Net Mineral leaseholds, net of accumulated depletion, consisted of the following: June 30, 2024 December 31, 2023 Mineral leaseholds $ 1,260 $ 1,260 Less: accumulated depletion (621) (606) Mineral leaseholds, net $ 639 $ 654 Depletion expense relating to mineral leaseholds recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations was $8 million and $7 million during the three months ended June 30, 2024 and 2023, respectively. Depletion expense relating to mineral leaseholds recorded in "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations was $15 million and $15 million during the six months ended June 30, 2024 and 2023, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net of accumulated amortization, consisted of the following: June 30, 2024 December 31, 2023 Gross Cost Accumulated Net Carrying Gross Cost Accumulated Net Carrying Customer relationships $ 292 $ (260) $ 32 $ 291 $ (250) $ 41 TiO 2 technology 93 (47) 46 93 (44) 49 Internal-use software and other 218 (50) 168 201 (48) 153 Intangible assets, net $ 603 $ (357) $ 246 $ 585 $ (342) $ 243 As of June 30, 2024 and December 31, 2023, internal-use software included approximately $141 million and $125 million, respectively, of capitalized software costs which are not being amortized as the software is not ready for its intended use. The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Cost of goods sold $ 1 $ 1 $ 2 $ 2 Selling, general and administrative expenses 6 7 13 14 Total $ 7 $ 8 $ 15 $ 16 Estimated future amortization expense related to intangible assets is $17 million for the remainder of 2024, $36 million for 2025, $22 million for 2026, $32 million for 2027, $32 million for 2028 and $107 million thereafter. |
Balance Sheet and Cash Flow Sup
Balance Sheet and Cash Flow Supplemental Information | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Balance Sheet and Cash Flow Supplemental Information | Balance Sheet and Cash Flow Supplemental Information Accrued liabilities consisted of the following: June 30, 2024 December 31, 2023 Employee-related costs and benefits $ 114 $ 111 Related party payables 14 1 Interest 16 16 Sales rebates 38 36 Taxes other than income taxes 9 6 Asset retirement obligations 12 14 Other accrued liabilities 40 46 Accrued liabilities $ 243 $ 230 Additional supplemental cash flow information for the six months ended June 30, 2024 and 2023 and as of June 30, 2024 and December 31, 2023 is as follows: Six Months Ended June 30, Supplemental non cash information: 2024 2023 Operating activities - Chloride slag inventory purchases made from AMIC (including VAT) $ 34 $ — Operating activities - MGT sales made to AMIC $ 3 $ 3 Operating activities - Withholding tax on sale of royalty interest 1 $ 7 $ — Investing activities - Proceeds from sale of royalty interest 1 $ 7 $ — Investing activities - In-kind receipt of AMIC loan repayment $ 34 $ — Financing activities - Repayment of MGT loan $ 3 $ 3 June 30, 2024 December 31, 2023 Capital expenditures acquired but not yet paid $ 59 $ 67 1 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-Term Debt Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Annual Maturity June 30, 2024 December 31, 2023 Term Loan Facility, net of unamortized discount (1) 1,300 Variable 3/11/2028 $ 899 $ 898 2022 Term Loan Facility, net of unamortized discount (1) 400 Variable 4/4/2029 — 390 2023 Term Loan Facility, net of unamortized discount (1) 350 Variable 8/16/2028 — 347 2024 Term Loan Facility, net of unamortized discount (1) 741 Variable 4/4/2029 735 — Senior Notes due 2029 1,075 4.625 % 3/15/2029 1,075 1,075 Standard Bank Term Loan Facility (1) 98 Variable 11/11/2026 60 64 Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1 1 MGT Loan (2) 36 Variable Variable 22 25 Finance leases 42 43 Long-term debt 2,834 2,843 Less: Long-term debt due within one year (26) (27) Debt issuance costs (27) (30) Long-term debt, net $ 2,781 $ 2,786 _______________ (1) The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility, the 2023 Term Loan Facility, the 2024 Term Loan Facility and the Standard Bank Term Loan Facility was 5.7%, 9.2%, 9.3%, 8.2% and 10.7%, respectively, during the six months ended June 30, 2024. The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility and Standard Bank Term Loan Facility was 5.1%, 8.5% and 10.0%, respectively, during the six months ended June 30, 2023. As of June 30, 2024, the applicable margin on the Term Loan Facility and the 2024 Term Loan Facility was 2.50% and 2.75%, respectively. (2) The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.1% and 6.0% during the six months ended June 30, 2024 and June 30, 2023, respectively. Long-Term Debt 2024 Term Loan Facility On May 1, 2024, Tronox Finance LLC (the “Borrower”), an indirect subsidiary of Tronox Holdings plc (the “Company”), together with the Company and certain of the Company’s subsidiaries, entered into Amendment No. 4 (the "2024 Amendment") to the Credit Agreement (as defined below) with the term lenders party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent. The 2024 Amendment provides the Borrower with a new five -year Administrative Agent and Collateral Agent. The 2024 Term Loan Facility was used to refinance in full the Company's outstanding 2022 Term Loan Facility and the 2023 Term Loan Facility. The obligations of the Borrower under the 2024 Term Loan Facility are guaranteed and secured by the same guarantees and liens under the Credit Agreement prior to the effectiveness of the Amendment. The 2024 Term Loan Facility is a separate class of loans under the Credit Agreement, and if the Borrower elects to make an optional payment 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 2024 Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the 2024 Term Loan Facility commencing with the second full fiscal quarter after the effective date of the 2024 Term Loan Facility. The final maturity of the 2024 Term Loan Facility will occur on April 4, 2029. The 2024 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 2024 Term Loan Facility shall bear interest, at the Borrower's option, at either the base rate or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2024 Term Loan Facility is 1.75% per annum for base rate loans or 2.75% per annum for SOFR rate loans. The 2024 Term Loan Facility contains the same negative covenants applicable to the term loans outstanding under the 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). Short-Term Debt Emirates Revolver In June 2024, the Company entered into an amendment to extend the maturity date of the Emirates Revolver from June 2024 to December 2024. Insurance premium financing In August 2023, the Company entered into a $27 million insurance premium financing agreement with a third-party financing company. The financing balance requires a 33% down payment and will be repaid in monthly installments over 9 months at an 8% fixed annual interest rate. As of June 30, 2024, the financing balance was repaid in full. Debt Covenants As of June 30, 2024, we are in compliance with all financial covenants in our debt facilities. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives recorded on the Condensed Consolidated Balance Sheets: The following table is a summary of the fair value of derivatives outstanding at June 30, 2024 and December 31, 2023: Fair Value June 30, 2024 December 31, 2023 Assets(a) Accrued Liabilities Assets(a) Accrued Liabilities Derivatives Designated as Cash Flow Hedges Interest Rate Swaps $ 27 $ — $ 18 $ — Natural Gas Hedges $ — $ — $ — $ 1 Total Hedges $ 27 $ — $ 18 $ 1 Derivatives Not Designated as Cash Flow Hedges Currency Contracts $ 2 $ — $ 1 $ 1 Total Derivatives $ 29 $ — $ 19 $ 2 (a) At June 30, 2024 and December 31, 2023, current assets of $29 million and $19 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets. Derivatives' Impact on the Condensed Consolidated Statement of Operations: The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Operations: Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Cost of Goods Sold Other income, net Cost of Goods Sold Other income, net Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ 3 $ — $ 2 Derivatives Designated as Hedging Instruments Currency Contracts $ — $ — $ (2) $ — Natural Gas Hedges $ — $ — $ (1) $ — Total Derivatives $ — $ 3 $ (3) $ 2 Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Cost of Goods Sold Other income, net Cost of Goods Sold Other income, net Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ (3) $ — $ (5) Derivatives Designated as Hedging Instruments Currency Contracts $ — $ — $ (4) $ — Natural Gas Hedges $ (1) $ — $ (3) $ — Total Derivatives $ (1) $ (3) $ (7) $ (5) Interest Rate Risk As a result of the 2024 Amendment (discussed in Note 11), the Company noted that the hedged transaction associated with the interest rate swap with a notional value of $200 million (which converted the variable rate to a fixed rate for a portion of the 2022 Term Loan Facility) had changed as the hedged transaction would now convert the variable rate to a fixed rate for a portion of the 2024 Term Loan Facility. There were no amendments to the terms of the $200 million interest rate swap, including the notional value, index rate, or expiration date as a result of the 2024 Amendment. However, given the change in the hedged transaction, we completed a hedge effectiveness test and determined that this hedge instrument continues to be highly effective at achieving offsetting cash flows related to the hedged transaction, enabling us to continue to apply hedge accounting over the remaining term of this hedge relationship. As of June 30, 2024, the Company maintains a total of $950 million of interest rate swaps (with $700 million maturing in March 2028 and $250 million maturing in September 2024) with the objective in using the interest-rate swap agreements to add stability to interest expense and to manage the Company's exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Fair value gains or losses on these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings. At June 30, 2024 and December 31, 2023, the net unrealized gain of $27 million and the unrealized gain of $18 million, respectively, was recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet. For the three and six months ended June 30, 2024, the amounts recorded in interest expense related to the interest-rate swap agreements were $7 million and $15 million, respectively, of which a gain of approximately $2 million for each period was reclassified from "Accumulated other comprehensive loss" to interest expense. For the three and six months ended June 30, 2023, the net amounts recorded in interest expense related to the interest-rate swap agreements were $7 million and $11 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, net when the transactions are no longer probable of occurring. As of June 30, 2024, we had no outstanding amounts to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates or to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates. At December 31, 2022, there was an unrealized net loss of $4 million recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet, which was fully recognized in earnings during the six months ended June 30, 2023. From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling, and Saudi Riyal 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 income, net” within the unaudited Condensed Consolidated Statement of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary. At June 30, 2024, there was (i) 1 billion South African Rand (or approximately $57 million at June 30, 2024 exchange rate), (ii) 173 million Australian dollars (or approximately $115 million at the June 30, 2024 exchange rate), (iii) 48 million Pound Sterling (or approximately $61 million at the June 30, 2024 exchange rate), (iv) 27 million Euro (or approximately $29 million at the June 30, 2024 exchange rate), and (v) 142 million Saudi Riyal (or approximately $38 million at the June 30, 2024 exchange rate) of notional amounts of outstanding foreign currency contracts. At December 31, 2023, there was (i) 837 million South African Rand (or approximately $46 million at the June 30, 2024 exchange rate), (ii) 153 million Australian dollars (or approximately $102 million at the June 30, 2024 exchange rate), (iii) 45 million Pound Sterling (or approximately $57 million at the June 30, 2024 exchange rate), (iv) 45 million Euro (or approximately $48 million at the June 30, 2024 exchange rate) and (v) 67 million Saudi Riyal (or approximately $18 million at the June 30, 2024 exchange rate) of notional amounts of outstanding foreign currency contracts. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows: Level 1 -Quoted prices in active markets for identical assets or liabilities Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly Level 3 -Unobservable inputs based on the Company’s own assumptions Our debt is recorded at historical amounts. The following table presents the fair value of our debt and derivative contracts at both June 30, 2024 and December 31, 2023: June 30, December 31, Asset Liability Asset Liability Term Loan Facility — 906 — 903 2022 Term Loan Facility — — — 394 2023 Term Loan Facility — — — 351 2024 Term Loan Facility — 743 — — Standard Bank Term Loan Facility — 60 — 64 Senior Notes due 2029 — 969 — 956 Australian Government Loan — 1 — 1 MGT Loan — 22 — 25 Interest rate swaps 27 — 18 — Natural gas hedges — — — 1 Foreign currency contracts 2 — 1 1 We determined the fair value of the Term Loan Facility, the 2022 Term Loan Facility, the 2023 Term Loan Facility, the 2024 Term Loan Facility and the Senior Notes due 2029 using quoted market prices, which under the fair value hierarchy is a Level 1 input. We determined the fair value of the Standard Bank Term Loan Facility utilizing transactions in the listed markets for identical or similar liabilities, which under the fair value hierarchy is a Level 2 input. The fair value of the Australian Government Loan and MGT Loan is based on the contracted amount which is a Level 2 input. We determined the fair value of the foreign currency contracts, natural gas hedges and the interest rate swaps using inputs other than quoted prices in active markets that are observable either directly or indirectly. The fair value hierarchy for the foreign currency contracts, natural gas hedges and interest rate swaps is a Level 2 input. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value due to the short-term nature of these items. |
Asset Retirement Obligations
Asset Retirement Obligations | 6 Months Ended |
Jun. 30, 2024 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activities related to asset retirement obligations were as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Beginning balance $ 188 $ 158 $ 186 $ 161 Additions 2 2 7 3 Accretion expense 5 3 10 7 Remeasurement/translation 2 — (5) (2) Other, including change in estimates — — — (3) Settlements/payments (3) (2) (4) (5) Balance, June 30, $ 194 $ 161 $ 194 $ 161 June 30, 2024 December 31, 2023 Current portion included in “Accrued liabilities” $ 12 $ 14 Noncurrent portion included in “Asset retirement obligations” 182 172 Asset retirement obligations $ 194 $ 186 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase and Capital Commitments — Includes obligations for purchase requirements of process chemicals, supplies, utilities and services entered into in the ordinary course of business. At June 30, 2024, purchase commitments were $217 million for the remainder of 2024, $225 million for 2025, $212 million for 2026, $186 million for 2027, $311 million for 2028, and $2,380 million thereafter. Letters of Credit —At June 30, 2024, we had outstanding letters of credit and bank guarantees of $120 million, of which $62 million were letters of credit, of which $48 million is related to the sale of Hawkins Point as discussed below, and $58 million were bank guarantees. Amounts for performance bonds were not material. Environmental Matters —It is our policy to record appropriate liabilities for environmental matters when remedial efforts are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flows. The timing of cash expenditures depends principally on the timing of remedial investigations and feasibility studies, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. Included in these environmental matters is the following: Hawkins Point Plant. Residual waste mud, known as Batch Attack Mud, and a spent sulfuric waste stream were deposited in an onsite repository (the “Batch Attack Lagoon”) at a former TiO2 manufacturing site, Hawkins Point Plant in Baltimore, Maryland, operated by Cristal USA, Inc. from 1954 until 2011. We assumed responsibility for remediation of the Hawkins Point Plant when we acquired the TiO 2 business of Cristal in April 2019. On December 21, 2022, we sold the Hawkins Point Plant to the Maryland Port Administration ("MPA"), a state agency controlled by the Maryland Department of Transportation. Pursuant to the terms of the transaction, MPA became the lead party in developing and implementing appropriate measures to address, treat, control, and mitigate the environmental conditions at the property under the regulatory oversight of the Maryland Department of the Environment ("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. The sale of the property to MPA did not have a material impact to the Consolidated Statement of Operations. As of June 30, 2024, we have a provision of $42 million included in "Environmental liabilities" in our Condensed Consolidated Balance Sheet for the Hawkins Point Plant consistent with the accounting policy described above. Other Matters —We are subject to a number of other lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, prior acquisitions and divestitures, including our acquisition of Cristal, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Included in these other matters are the following: UK Health and Safety Matter. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and 2023. Cumulative Pension Unrealized Total Balance, April 1, 2024 $ (769) $ (92) $ 16 $ (845) Other comprehensive (loss) income 18 — (1) 17 Amounts reclassified from accumulated other comprehensive loss — 1 (2) (1) Balance, June 30, 2024 $ (751) $ (91) $ 13 $ (829) Cumulative Pension Unrealized Total Balance, April 1, 2023 $ (725) $ (77) $ 17 $ (785) Other comprehensive (loss) income (33) (1) 9 (25) Amounts reclassified from accumulated other comprehensive loss — — 1 1 Balance, June 30, 2023 $ (758) $ (78) $ 27 $ (809) The tables below present changes in accumulated other comprehensive loss by component for the six months ended June 30, 2024 and 2023. Cumulative Pension Unrealized Total Balance, January 1, 2024 $ (729) $ (92) $ 7 $ (814) Other comprehensive (loss) income (22) — 9 (13) Amounts reclassified from accumulated other comprehensive loss — 1 (3) (2) Balance, June 30, 2024 $ (751) $ (91) $ 13 $ (829) Cumulative Pension Unrealized Total Balance, January 1, 2023 $ (710) $ (78) $ 20 $ (768) Other comprehensive (loss) income (48) — 3 (45) Amounts reclassified from accumulated other comprehensive loss — — 4 4 Balance, June 30, 2023 $ (758) $ (78) $ 27 $ (809) Repurchase of Common Stock On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the six months ended June 30, 2024, we made no repurchases of the Company's stock. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Restricted Share Units (“RSUs”) 2024 Grant - During the six months ended June 30, 2024, the Company granted both time-based and performance-based awards to certain members of management. A total of 808,182 of time-based awards were granted to management which will vest ratably over a three-year period ending March 5, 2027. A total of 75,748 of time-based awards were granted to non-employee members of the Board which will vest in May 2025. A total of 808,188 of performance-based awards were granted, of which 404,094 of the awards vest based on a relative Total Shareholder Return ("TSR") calculation and 404,094 of the awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2027 based on the actual 2026 annual return on invested capital (ROIC). Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the Company's three-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market condition for which we used a Monte Carlo simulation to determine the weighted average grant date fair value of $21.69. The following weighted average assumptions were utilized to value the TSR grants: 2024 Dividend yield — % Expected historical volatility 47.9 % Risk free interest rate 4.46 % Expected life (in years) 3 The unrecognized compensation cost associated with all unvested awards at June 30, 2024 was $39 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of approximately 2.1 years. |
Pension and Other Postretiremen
Pension and Other Postretirement Healthcare Benefits | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Healthcare Benefits | Pension and Other Postretirement Healthcare Benefits The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows: Pensions Pensions Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net periodic cost: Service cost $ 1 $ 1 $ 2 $ 2 Interest cost 4 4 9 8 Expected return on plan assets (5) (5) (10) (10) Total net periodic cost $ — $ — $ 1 $ — The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows: Other Postretirement Benefit Plans Other Postretirement Benefit Plans Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net periodic cost: Interest cost 1 — 1 1 Total net periodic cost $ 1 $ — $ 1 $ 1 During the six months ended June 30, 2024, the Company made contributions to its pension plans of $3 million. The Company expects to make approximately $5 million of pension contributions for the remainder of 2024. For both the three months ended June 30, 2024 and 2023, we contributed $2 million to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Operations. For both the six months ended June 30, 2024 and 2023, we contributed $3 million to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Operations. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Tasnee / Cristal At June 30, 2024, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a subsidiary of Tasnee, owned 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 we lent AMIC $125 million for capital expenditures and operational expenses to facilitate the start-up of the Slagger (the “Tronox Loans”). 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. On May 10, 2023, AMIC and Tronox further amended the Option Agreement (the “Second Amendment”). In the Second Amendment the parties acknowledged that the Option expired on May 10, 2023 without being exercised but agreed to continue negotiating until September 30, 2023 (the "Renegotiation Period") as to whether, and under what circumstances, Tronox may acquire the Slagger. Subsequent to September 30, 2023, the parties continued to negotiate as to whether, and under what circumstances, Tronox may acquire the Slagger and on February 21, 2024 the parties again amended the Option Agreement (the “Third Amendment”), which extended the Renegotiation Period until the earlier of the repayment of the Tronox Loans or December 31, 2024, subject to certain early termination rights. The Third Amendment also provided that from the date the parties entered into the Second Amendment and through December 31, 2023, all chloride slag produced by the Slagger was delivered to Tronox as repayment in-kind of the Tronox Loans at a price based on a widely published index for feedstock less a nominal discount (the “Slag Price”). Thereafter and until the end of the Renegotiation Period, 65% of all chloride slag produced by the Slagger will be delivered to Tronox as repayment in-kind of the Tronox Loans based on the Slag Price and Tronox will purchase via cash settlements the remaining 35% at the Slag Price. Full repayment of the Tronox Loans is required by January 2025 in either cash or in-kind through chloride slag deliveries. During July 2023, we also entered into an agreement with AMIC to act as their sales agent with regard to sales of slag fines to customers outside of the Kingdom of Saudi Arabia for an agreed upon commission fee to be paid. The following table shows the outstanding balance of the Tronox Loans, which at June 30, 2024 and December 31, 2023, is recorded on the unaudited Condensed Consolidated Balance Sheet in "Prepaid and other assets" and "Other long-term assets," respectively: June 30, 2024 December 31, 2023 Principal balance 50 80 Accrued interest income balance 8 12 Total outstanding balance 58 92 The following table shows the interest income earned on the Tronox Loans, which is recorded in "Interest income" on our unaudited Condensed Consolidated Statement of Operations: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest income 1 2 2 3 The following table shows the amount of feedstock purchased from the Slagger, which is subsequently recorded in "Cost of goods sold" on our unaudited Condensed Consolidated Statement of Operations: Three Months Ended Six Months Ended 2024 2023 2024 2023 Settled as in-kind repayment of Tronox Loans 14 — 30 — Settled in cash 8 36 16 79 Total chloride slag purchases 22 36 46 79 The following table shows the amounts due to AMIC at period-end regarding feedstock purchased from the Slagger, which are recorded in "Accrued liabilities" on our unaudited Condensed Consolidated Balance Sheet: June 30, 2024 December 31, 2023 Amount due to AMIC for slag purchases 13 — In addition, on March 15, 2018 Tronox and AMIC entered into a Technical Services Agreement (the "Original Technical Services Agreement"), which was subsequently amended on May 13, 2020, May 10, 2023 and February 21, 2024 (the "Restated Technical Services Agreement"). Through September 30, 2023 we provided technical advice and project management services, however AMIC and its consultants were still responsible for engineering and construction of the Slagger. As compensation for these services, Tronox received certain fees, including a management fee. In the unaudited Condensed Consolidated Statement of Operations and shown in the table below, the management fees per the Original Technical Services Agreement were recorded within "Other income, net" and other technical support fees, including fees per the Restated Technical Services Agreement, are recorded within "Selling, general and administrative expenses". From and after October 1, 2023, we no longer receive a management fee and the scope of services we provide is more limited, for which we receive cost reimbursement plus a nominal margin. Three Months Ended Six Months Ended 2024 2023 2024 2023 Management fees — 2 — 4 Other technical support fees — 1 — 1 Total fees received — 3 — 5 Outstanding balances for these fees receivable are shown below, which are recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet: June 30, 2024 December 31, 2023 Management fees and other technical support fees — 1 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 three June 30, 2024 December 31, 2023 Note payable, due within 1 year 7 7 Note payable, due longer than 1 year from now 15 18 Total outstanding note payable 22 25 Amounts regarding loan repayments for the MGT loan, which are recorded on the unaudited Condensed Consolidated Statement of Operations within “Net sales,” are shown below: Three Months Ended Six Months Ended 2024 2023 2024 2023 Interest expense 1 1 1 1 Loan Repayment via MGT delivered to ATTM 1 2 3 3 As a result of these transactions we have entered into related to the MGT assets, Tronox purchases chlorine gas from ATTM for use in the production of MGT and such transactions are reflected as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Purchases of chlorine gas 2 1 3 2 These purchases are subsequently recorded within “Cost of goods sold” on the unaudited Condensed Consolidated Statement of Operations. Amounts due at period end, which are presented below, are recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet. June 30, 2024 December 31, 2023 Amount due related to purchases of chlorine gas 1 1 As Tronox delivers MGT product to ATTM, amounts are recorded within “Net sales” on the unaudited Condensed Consolidated Statement of Operations, as shown below: Three Months Ended Six Months Ended 2024 2023 2024 2023 MGT sales made to ATTM as product is delivered 13 12 26 23 Amounts related to MGT deliveries that are outstanding at period end are recorded in “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet, as shown below: June 30, 2024 December 31, 2023 Due from ATTM for MGT deliveries 17 9 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 16 | $ (269) | $ 7 | $ (246) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
The Company (Policies)
The Company (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement of its financial position as of June 30, 2024, and its results of operations for the three and six months ended June 30, 2024 and 2023. 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 November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures". The amendment requires additional disclosures by public entities, including those with a single reportable segment, to disclose significant segment expenses and other segment items for each reportable segment. The guidance applies to fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating any incremental disclosures required as a result of this standard. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating any incremental disclosures required as a result of this standard. |
Fair Value | Fair Value Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows: Level 1 -Quoted prices in active markets for identical assets or liabilities Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly Level 3 -Unobservable inputs based on the Company’s own assumptions |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Net sales to external customers by geographic areas where our customers are located were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 North America $ 222 $ 204 $ 414 $ 393 South and Central America 51 41 97 82 Europe, Middle-East and Africa 308 319 617 602 Asia Pacific 239 230 466 425 Total net sales $ 820 $ 794 $ 1,594 $ 1,502 Net sales from external customers for each similar type of product were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 TiO 2 $ 653 $ 611 $ 1,259 $ 1,171 Zircon 85 95 173 167 Other products 82 88 162 164 Total net sales $ 820 $ 794 $ 1,594 $ 1,502 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Taxes | Income before income taxes is comprised of the following: Three Months Ended Six Months Ended 2024 2023 2024 2023 Income tax provision $ (45) $ (322) $ (56) $ (331) Income before income taxes $ 55 $ 53 $ 57 $ 87 Effective tax rate 82 % 608 % 98 % 380 % |
Income Per Share (Tables)
Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Income Per Share | The computation of basic and diluted income per share for the periods indicated is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator - Basic and Diluted: Net income (loss) $ 10 $ (269) $ 1 $ (244) Less: Net (loss) income attributable to noncontrolling interest (6) — (6) 2 Net income (loss) available to ordinary shares $ 16 $ (269) $ 7 $ (246) Denominator - Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 158,117 156,780 157,730 155,986 Weighted-average ordinary shares, diluted (in thousands) 159,288 156,780 158,902 155,986 Basic net income (loss) per ordinary share $ 0.10 $ (1.72) $ 0.04 $ (1.58) Diluted net income (loss) per ordinary share $ 0.10 $ (1.72) $ 0.04 $ (1.58) |
Schedule of Anti-dilutive Shares Not Recognized in the Diluted Net Income (Loss) Per Share | Anti-dilutive shares not recognized in the diluted net income (loss) per share calculation for the three and six months ended June 30, 2024 and 2023 were as follows: Shares Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Options 3,473 265,376 3,473 265,376 Restricted share units 1,391,399 3,047,432 1,266,453 2,873,310 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization Program (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Transfers and Servicing [Abstract] | |
Schedule of Receivables Sold and Fees Incurred Under the Program | The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cash proceeds from collections reinvested in the program $ 276 $ 201 $ 498 $ 345 Incremental accounts receivables sold 306 284 542 422 Fees incurred 1 4 3 7 5 1 Amounts relate to monthly utilization of the Securitization Facility and are recorded in "Other income, net" in our unaudited Condensed Consolidated Statement of Operations. |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | Inventories, net consisted of the following: June 30, 2024 December 31, 2023 Raw materials $ 355 $ 352 Work-in-process 151 141 Finished goods, net 676 688 Materials and supplies, net 242 240 Inventories, net $ 1,424 $ 1,421 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net of Accumulated Depreciation | Property, plant and equipment, net of accumulated depreciation, consisted of the following: June 30, 2024 December 31, 2023 Land and land improvements $ 241 $ 237 Buildings 409 404 Machinery and equipment 2,564 2,530 Construction-in-progress 372 319 Other 58 60 Subtotal 3,644 3,550 Less: accumulated depreciation (1,803) (1,715) Property, plant and equipment, net $ 1,841 $ 1,835 |
Schedule of Depreciation Expense Related to Property, Plant and Equipment | The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Cost of goods sold $ 56 $ 52 $ 112 $ 106 Selling, general and administrative expenses 1 1 2 2 Total $ 57 $ 53 $ 114 $ 108 |
Mineral Leaseholds, Net (Tables
Mineral Leaseholds, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Extractive Industries [Abstract] | |
Schedule of Mineral Leaseholds, Net of Accumulated Depletion | Mineral leaseholds, net of accumulated depletion, consisted of the following: June 30, 2024 December 31, 2023 Mineral leaseholds $ 1,260 $ 1,260 Less: accumulated depletion (621) (606) Mineral leaseholds, net $ 639 $ 654 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net of Accumulated Amortization | Intangible assets, net of accumulated amortization, consisted of the following: June 30, 2024 December 31, 2023 Gross Cost Accumulated Net Carrying Gross Cost Accumulated Net Carrying Customer relationships $ 292 $ (260) $ 32 $ 291 $ (250) $ 41 TiO 2 technology 93 (47) 46 93 (44) 49 Internal-use software and other 218 (50) 168 201 (48) 153 Intangible assets, net $ 603 $ (357) $ 246 $ 585 $ (342) $ 243 |
Schedule of Amortization Expense Related to Intangible Assets | The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Cost of goods sold $ 1 $ 1 $ 2 $ 2 Selling, general and administrative expenses 6 7 13 14 Total $ 7 $ 8 $ 15 $ 16 |
Balance Sheet and Cash Flow S_2
Balance Sheet and Cash Flow Supplemental Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: June 30, 2024 December 31, 2023 Employee-related costs and benefits $ 114 $ 111 Related party payables 14 1 Interest 16 16 Sales rebates 38 36 Taxes other than income taxes 9 6 Asset retirement obligations 12 14 Other accrued liabilities 40 46 Accrued liabilities $ 243 $ 230 |
Schedule of Additional Supplemental Cash Flow Information | Additional supplemental cash flow information for the six months ended June 30, 2024 and 2023 and as of June 30, 2024 and December 31, 2023 is as follows: Six Months Ended June 30, Supplemental non cash information: 2024 2023 Operating activities - Chloride slag inventory purchases made from AMIC (including VAT) $ 34 $ — Operating activities - MGT sales made to AMIC $ 3 $ 3 Operating activities - Withholding tax on sale of royalty interest 1 $ 7 $ — Investing activities - Proceeds from sale of royalty interest 1 $ 7 $ — Investing activities - In-kind receipt of AMIC loan repayment $ 34 $ — Financing activities - Repayment of MGT loan $ 3 $ 3 June 30, 2024 December 31, 2023 Capital expenditures acquired but not yet paid $ 59 $ 67 1 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt, Net of an Unamortized Discount and Debt Issuance Costs | Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Annual Maturity June 30, 2024 December 31, 2023 Term Loan Facility, net of unamortized discount (1) 1,300 Variable 3/11/2028 $ 899 $ 898 2022 Term Loan Facility, net of unamortized discount (1) 400 Variable 4/4/2029 — 390 2023 Term Loan Facility, net of unamortized discount (1) 350 Variable 8/16/2028 — 347 2024 Term Loan Facility, net of unamortized discount (1) 741 Variable 4/4/2029 735 — Senior Notes due 2029 1,075 4.625 % 3/15/2029 1,075 1,075 Standard Bank Term Loan Facility (1) 98 Variable 11/11/2026 60 64 Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1 1 MGT Loan (2) 36 Variable Variable 22 25 Finance leases 42 43 Long-term debt 2,834 2,843 Less: Long-term debt due within one year (26) (27) Debt issuance costs (27) (30) Long-term debt, net $ 2,781 $ 2,786 _______________ (1) The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility, the 2023 Term Loan Facility, the 2024 Term Loan Facility and the Standard Bank Term Loan Facility was 5.7%, 9.2%, 9.3%, 8.2% and 10.7%, respectively, during the six months ended June 30, 2024. The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility and Standard Bank Term Loan Facility was 5.1%, 8.5% and 10.0%, respectively, during the six months ended June 30, 2023. As of June 30, 2024, the applicable margin on the Term Loan Facility and the 2024 Term Loan Facility was 2.50% and 2.75%, respectively. (2) The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.1% and 6.0% during the six months ended June 30, 2024 and June 30, 2023, respectively. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivatives Outstanding | The following table is a summary of the fair value of derivatives outstanding at June 30, 2024 and December 31, 2023: Fair Value June 30, 2024 December 31, 2023 Assets(a) Accrued Liabilities Assets(a) Accrued Liabilities Derivatives Designated as Cash Flow Hedges Interest Rate Swaps $ 27 $ — $ 18 $ — Natural Gas Hedges $ — $ — $ — $ 1 Total Hedges $ 27 $ — $ 18 $ 1 Derivatives Not Designated as Cash Flow Hedges Currency Contracts $ 2 $ — $ 1 $ 1 Total Derivatives $ 29 $ — $ 19 $ 2 |
Schedule of Derivatives' Impact on the Condensed Consolidated Statement of Operations | The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Operations: Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Cost of Goods Sold Other income, net Cost of Goods Sold Other income, net Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ 3 $ — $ 2 Derivatives Designated as Hedging Instruments Currency Contracts $ — $ — $ (2) $ — Natural Gas Hedges $ — $ — $ (1) $ — Total Derivatives $ — $ 3 $ (3) $ 2 Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Cost of Goods Sold Other income, net Cost of Goods Sold Other income, net Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Derivatives Not Designated as Hedging Instruments Currency Contracts $ — $ (3) $ — $ (5) Derivatives Designated as Hedging Instruments Currency Contracts $ — $ — $ (4) $ — Natural Gas Hedges $ (1) $ — $ (3) $ — Total Derivatives $ (1) $ (3) $ (7) $ (5) |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Our Debt and Derivative Contracts | The following table presents the fair value of our debt and derivative contracts at both June 30, 2024 and December 31, 2023: June 30, December 31, Asset Liability Asset Liability Term Loan Facility — 906 — 903 2022 Term Loan Facility — — — 394 2023 Term Loan Facility — — — 351 2024 Term Loan Facility — 743 — — Standard Bank Term Loan Facility — 60 — 64 Senior Notes due 2029 — 969 — 956 Australian Government Loan — 1 — 1 MGT Loan — 22 — 25 Interest rate swaps 27 — 18 — Natural gas hedges — — — 1 Foreign currency contracts 2 — 1 1 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligations | Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activities related to asset retirement obligations were as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Beginning balance $ 188 $ 158 $ 186 $ 161 Additions 2 2 7 3 Accretion expense 5 3 10 7 Remeasurement/translation 2 — (5) (2) Other, including change in estimates — — — (3) Settlements/payments (3) (2) (4) (5) Balance, June 30, $ 194 $ 161 $ 194 $ 161 June 30, 2024 December 31, 2023 Current portion included in “Accrued liabilities” $ 12 $ 14 Noncurrent portion included in “Asset retirement obligations” 182 172 Asset retirement obligations $ 194 $ 186 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Loss by Component | The tables below present changes in accumulated other comprehensive loss by component for the three months ended June 30, 2024 and 2023. Cumulative Pension Unrealized Total Balance, April 1, 2024 $ (769) $ (92) $ 16 $ (845) Other comprehensive (loss) income 18 — (1) 17 Amounts reclassified from accumulated other comprehensive loss — 1 (2) (1) Balance, June 30, 2024 $ (751) $ (91) $ 13 $ (829) Cumulative Pension Unrealized Total Balance, April 1, 2023 $ (725) $ (77) $ 17 $ (785) Other comprehensive (loss) income (33) (1) 9 (25) Amounts reclassified from accumulated other comprehensive loss — — 1 1 Balance, June 30, 2023 $ (758) $ (78) $ 27 $ (809) The tables below present changes in accumulated other comprehensive loss by component for the six months ended June 30, 2024 and 2023. Cumulative Pension Unrealized Total Balance, January 1, 2024 $ (729) $ (92) $ 7 $ (814) Other comprehensive (loss) income (22) — 9 (13) Amounts reclassified from accumulated other comprehensive loss — 1 (3) (2) Balance, June 30, 2024 $ (751) $ (91) $ 13 $ (829) Cumulative Pension Unrealized Total Balance, January 1, 2023 $ (710) $ (78) $ 20 $ (768) Other comprehensive (loss) income (48) — 3 (45) Amounts reclassified from accumulated other comprehensive loss — — 4 4 Balance, June 30, 2023 $ (758) $ (78) $ 27 $ (809) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Weighted Average Assumptions | The following weighted average assumptions were utilized to value the TSR grants: 2024 Dividend yield — % Expected historical volatility 47.9 % Risk free interest rate 4.46 % Expected life (in years) 3 |
Pension and Other Postretirem_2
Pension and Other Postretirement Healthcare Benefits (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Periodic Cost Associated with Our U.S. and Foreign Pension Plans | The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows: Pensions Pensions Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net periodic cost: Service cost $ 1 $ 1 $ 2 $ 2 Interest cost 4 4 9 8 Expected return on plan assets (5) (5) (10) (10) Total net periodic cost $ — $ — $ 1 $ — The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows: Other Postretirement Benefit Plans Other Postretirement Benefit Plans Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net periodic cost: Interest cost 1 — 1 1 Total net periodic cost $ 1 $ — $ 1 $ 1 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table shows the outstanding balance of the Tronox Loans, which at June 30, 2024 and December 31, 2023, is recorded on the unaudited Condensed Consolidated Balance Sheet in "Prepaid and other assets" and "Other long-term assets," respectively: June 30, 2024 December 31, 2023 Principal balance 50 80 Accrued interest income balance 8 12 Total outstanding balance 58 92 The following table shows the interest income earned on the Tronox Loans, which is recorded in "Interest income" on our unaudited Condensed Consolidated Statement of Operations: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest income 1 2 2 3 The following table shows the amount of feedstock purchased from the Slagger, which is subsequently recorded in "Cost of goods sold" on our unaudited Condensed Consolidated Statement of Operations: Three Months Ended Six Months Ended 2024 2023 2024 2023 Settled as in-kind repayment of Tronox Loans 14 — 30 — Settled in cash 8 36 16 79 Total chloride slag purchases 22 36 46 79 The following table shows the amounts due to AMIC at period-end regarding feedstock purchased from the Slagger, which are recorded in "Accrued liabilities" on our unaudited Condensed Consolidated Balance Sheet: June 30, 2024 December 31, 2023 Amount due to AMIC for slag purchases 13 — Three Months Ended Six Months Ended 2024 2023 2024 2023 Management fees — 2 — 4 Other technical support fees — 1 — 1 Total fees received — 3 — 5 Outstanding balances for these fees receivable are shown below, which are recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet: June 30, 2024 December 31, 2023 Management fees and other technical support fees — 1 June 30, 2024 December 31, 2023 Note payable, due within 1 year 7 7 Note payable, due longer than 1 year from now 15 18 Total outstanding note payable 22 25 Amounts regarding loan repayments for the MGT loan, which are recorded on the unaudited Condensed Consolidated Statement of Operations within “Net sales,” are shown below: Three Months Ended Six Months Ended 2024 2023 2024 2023 Interest expense 1 1 1 1 Loan Repayment via MGT delivered to ATTM 1 2 3 3 As a result of these transactions we have entered into related to the MGT assets, Tronox purchases chlorine gas from ATTM for use in the production of MGT and such transactions are reflected as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Purchases of chlorine gas 2 1 3 2 These purchases are subsequently recorded within “Cost of goods sold” on the unaudited Condensed Consolidated Statement of Operations. Amounts due at period end, which are presented below, are recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet. June 30, 2024 December 31, 2023 Amount due related to purchases of chlorine gas 1 1 As Tronox delivers MGT product to ATTM, amounts are recorded within “Net sales” on the unaudited Condensed Consolidated Statement of Operations, as shown below: Three Months Ended Six Months Ended 2024 2023 2024 2023 MGT sales made to ATTM as product is delivered 13 12 26 23 Amounts related to MGT deliveries that are outstanding at period end are recorded in “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet, as shown below: June 30, 2024 December 31, 2023 Due from ATTM for MGT deliveries 17 9 |
The Company (Details)
The Company (Details) | Jun. 30, 2024 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) | 6 Months Ended | ||
Jun. 30, 2024 USD ($) segment | Jun. 30, 2023 | Dec. 31, 2023 USD ($) | |
Concentration Risk [Line Items] | |||
Contract asset | $ | $ 0 | $ 0 | |
Contract liability (less than) | $ | $ 1,000,000 | $ 1,000,000 | |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Ten Largest Third-party Customers | Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 36% | 37% |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 820 | $ 794 | $ 1,594 | $ 1,502 |
TiO2 | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 653 | 611 | 1,259 | 1,171 |
Zircon | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 85 | 95 | 173 | 167 |
Other products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 82 | 88 | 162 | 164 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 222 | 204 | 414 | 393 |
South and Central America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 51 | 41 | 97 | 82 |
Europe, Middle-East and Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 308 | 319 | 617 | 602 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 239 | $ 230 | $ 466 | $ 425 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ (45) | $ (322) | $ (56) | $ (331) |
Income before income taxes | $ 55 | $ 53 | $ 57 | $ 87 |
Effective tax rate | 82% | 608% | 98% | 380% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 01, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Income Tax Examination [Line Items] | |||||
Unrecognized tax benefits | $ 0 | $ 0 | |||
U.K. | Her Majesty's Revenue and Customs (HMRC) | |||||
Income Tax Examination [Line Items] | |||||
Statutory tax rate | 25% | 25% | 25% | ||
U.K. | Her Majesty's Revenue and Customs (HMRC) | Weighted Average | |||||
Income Tax Examination [Line Items] | |||||
Statutory tax rate | 23.50% | ||||
BRAZIL | |||||
Income Tax Examination [Line Items] | |||||
Valuation allowance, deferred tax asset | $ 16,000,000 |
Income Per Share - Schedule of
Income Per Share - Schedule of Computation of Basic and Diluted Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator - Basic and Diluted: | ||||
Net income (loss) | $ 10 | $ (269) | $ 1 | $ (244) |
Less: Net (loss) income attributable to noncontrolling interest | (6) | 0 | (6) | 2 |
Net income (loss) available to ordinary shares | $ 16 | $ (269) | $ 7 | $ (246) |
Denominator - Basic and Diluted: | ||||
Weighted-average ordinary shares, basic (in thousands) (in shares) | 158,117 | 156,780 | 157,730 | 155,986 |
Weighted-average ordinary shares, diluted (in thousands) (in shares) | 159,288 | 156,780 | 158,902 | 155,986 |
Basic net income (loss) per ordinary share (in dollars per share) | $ 0.10 | $ (1.72) | $ 0.04 | $ (1.58) |
Diluted net income (loss) per ordinary share (in dollars per share) | $ 0.10 | $ (1.72) | $ 0.04 | $ (1.58) |
Income Per Share - Schedule o_2
Income Per Share - Schedule of Anti-dilutive Shares Not Recognized in the Diluted Net Income (Loss) Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares (in shares) | 3,473 | 265,376 | 3,473 | 265,376 |
Restricted share units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares (in shares) | 1,391,399 | 3,047,432 | 1,266,453 | 2,873,310 |
Accounts Receivable Securitiz_3
Accounts Receivable Securitization Program - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Apr. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||||
Accounts receivable securitization, maximum draw limit | $ 230 | $ 200 | ||
Percentage of additional purchase receivable | 100% | |||
Accounts receivable from securitization | $ 230 | $ 186 | ||
Unsold receivables retained | $ 171 | 129 | ||
Accounts Payable | ||||
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items] | ||||
Accounts receivable from securitization | $ 5 |
Accounts Receivable Securitiz_4
Accounts Receivable Securitization Program - Schedule of Receivables Sold and Fees Incurred Under the Program (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Transfers and Servicing [Abstract] | ||||
Cash proceeds from collections reinvested in the program | $ 276 | $ 201 | $ 498 | $ 345 |
Incremental accounts receivables sold | 306 | 284 | 542 | 422 |
Fees incurred | $ 4 | $ 3 | $ 7 | $ 5 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory, Net [Abstract] | ||
Raw materials | $ 355 | $ 352 |
Work-in-process | 151 | 141 |
Finished goods, net | 676 | 688 |
Materials and supplies, net | 242 | 240 |
Inventories, net | 1,424 | 1,421 |
Inventory | 59 | 57 |
Inventory obsolescence reserves | 44 | 42 |
Reserves for lower of cost or market and net realizable value | $ 26 | $ 50 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | $ 3,644 | $ 3,644 | $ 3,550 | ||
Less: accumulated depreciation | (1,803) | (1,803) | (1,715) | ||
Property, plant and equipment, net | 1,841 | 1,841 | 1,835 | ||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 57 | $ 53 | 114 | $ 108 | |
Cost of goods sold | |||||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 56 | 52 | 112 | 106 | |
Selling, general and administrative expenses | |||||
Depreciation expense related to property plant and equipment [Abstract] | |||||
Depreciation expense | 1 | $ 1 | 2 | $ 2 | |
Land and land improvements | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | 241 | 241 | 237 | ||
Buildings | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | 409 | 409 | 404 | ||
Machinery and equipment | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | 2,564 | 2,564 | 2,530 | ||
Construction-in-progress | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | 372 | 372 | 319 | ||
Other | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Subtotal | $ 58 | $ 58 | $ 60 |
Mineral Leaseholds, Net (Detail
Mineral Leaseholds, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Summary of minerals leaseholds, net of accumulated depletion [Abstract] | |||||
Mineral leaseholds | $ 1,260 | $ 1,260 | $ 1,260 | ||
Less: accumulated depletion | (621) | (621) | (606) | ||
Mineral leaseholds, net | 639 | 639 | $ 654 | ||
Depletion expense related to mineral leaseholds | $ 8 | $ 7 | $ 15 | $ 15 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross Cost | $ 603 | $ 603 | $ 585 | ||
Accumulated Amortization | (357) | (357) | (342) | ||
Net Carrying Amount | 246 | 246 | 243 | ||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 7 | $ 8 | 15 | $ 16 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
Remainder of 2024 | 17 | 17 | |||
2025 | 36 | 36 | |||
2026 | 22 | 22 | |||
2027 | 32 | 32 | |||
2028 | 32 | 32 | |||
Thereafter | 107 | 107 | |||
Cost of goods sold | |||||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 1 | 1 | 2 | 2 | |
Selling, general and administrative expenses | |||||
Amortization expense related to intangible assets [Abstract] | |||||
Amortization expense | 6 | $ 7 | 13 | $ 14 | |
Customer relationships | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross Cost | 292 | 292 | 291 | ||
Accumulated Amortization | (260) | (260) | (250) | ||
Net Carrying Amount | 32 | 32 | 41 | ||
TiO2 technology | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross Cost | 93 | 93 | 93 | ||
Accumulated Amortization | (47) | (47) | (44) | ||
Net Carrying Amount | 46 | 46 | 49 | ||
Internal-use software and other | |||||
Intangible assets, net of accumulated amortization [Abstract] | |||||
Gross Cost | 218 | 218 | 201 | ||
Accumulated Amortization | (50) | (50) | (48) | ||
Net Carrying Amount | 168 | 168 | 153 | ||
Capitalized software costs | $ 141 | $ 141 | $ 125 |
Balance Sheet and Cash Flow S_3
Balance Sheet and Cash Flow Supplemental Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Employee-related costs and benefits | $ 114 | $ 111 |
Interest | 16 | 16 |
Sales rebates | 38 | 36 |
Taxes other than income taxes | 9 | 6 |
Asset retirement obligations | 12 | 14 |
Accrued liabilities | 243 | 230 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Other accrued liabilities | 14 | 1 |
Nonrelated Party | ||
Related Party Transaction [Line Items] | ||
Other accrued liabilities | $ 40 | $ 46 |
Balance Sheet and Cash Flow S_4
Balance Sheet and Cash Flow Supplemental Information - Schedule of Additional Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Supplemental non cash information: | ||||
Operating activities - Chloride slag inventory purchases made from AMIC (including VAT) | $ 34 | $ 0 | ||
Operating activities - MGT sales made to AMIC | 3 | 3 | ||
Royalty Interest Sale, Tax Withholding Obligation | $ 7 | 7 | 0 | |
Investing activities - Proceeds from sale of royalty interest | $ 28 | 7 | 0 | |
Investing activities - In-kind receipt of AMIC loan repayment | 34 | 0 | ||
Financing activities - Repayment of MGT loan | 3 | $ 3 | ||
Capital expenditures acquired but not yet paid | $ 59 | $ 67 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt, Net of an Unamortized Discount and Debt Issuance Costs (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | May 01, 2024 | Dec. 31, 2023 | |
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Finance leases | $ 42,000,000 | $ 43,000,000 | ||
Long-term debt | 2,834,000,000 | 2,843,000,000 | ||
Less: Long-term debt due within one year | (26,000,000) | (27,000,000) | ||
Debt issuance costs | (27,000,000) | (30,000,000) | ||
Long-term debt, net | 2,781,000,000 | 2,786,000,000 | ||
Term Loan Facility | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | 1,300,000,000 | |||
Long-term debt, gross | $ 899,000,000 | 898,000,000 | ||
Average effective interest rate | 5.70% | 5.10% | ||
Basis spread on variable rate | 2.50% | |||
2022 Term Loan Facility | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | $ 400,000,000 | |||
Long-term debt, gross | $ 0 | 390,000,000 | ||
Average effective interest rate | 9.20% | 8.50% | ||
2023 Term Loan Facility | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | $ 350,000,000 | |||
Long-term debt, gross | $ 0 | 347,000,000 | ||
Average effective interest rate | 9.30% | |||
2024 Term Loan Facility | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | $ 741,000,000 | $ 741,000,000 | ||
Long-term debt, gross | $ 735,000,000 | $ 0 | ||
Average effective interest rate | 8.20% | |||
Basis spread on variable rate | 2.75% | |||
Senior Notes due 2029 | ||||
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract] | ||||
Original Principal | $ 1,075,000,000 | |||
Annual Interest Rate | 4.625% | 4.625% | ||
Long-term debt, gross | $ 1,075,000,000 | $ 1,075,000,000 | ||
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 | $ 60,000,000 | 64,000,000 | ||
Average effective interest rate | 10.70% | 10% | ||
Australian Government Loan | ||||
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 | $ 22,000,000 | $ 25,000,000 | ||
Average effective interest rate | 6.10% | 6% |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 6 Months Ended | |
May 01, 2024 USD ($) | Aug. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) | |
Insurance Premium Financing Agreement | |||
Line of Credit Facility [Line Items] | |||
Original principal | $ 27,000,000 | ||
Insurance premium down payment, percentage | 33% | ||
Monthly installments period | 9 months | ||
Annual interest rate | 8% | ||
2024 Term Loan Facility | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, term | 5 years | ||
Original principal | $ 741,000,000 | $ 741,000,000 | |
Debt instrument, amortization rate | 0.010 | ||
Basis spread on variable rate | 2.75% | ||
2024 Term Loan Facility | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.75% | ||
2024 Term Loan Facility | SOFR | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.75% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Fair Value of Derivatives Outstanding (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | $ 29 | $ 19 |
Total derivatives, accrued liabilities at fair value | 0 | 2 |
Prepaid and other current assets | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 29 | 19 |
Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 27 | 18 |
Total derivatives, accrued liabilities at fair value | 0 | 1 |
Interest Rate Swaps | Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 27 | 18 |
Total derivatives, accrued liabilities at fair value | 0 | 0 |
Natural Gas Hedges | Derivatives Designated as Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivatives, assets at fair value | 0 | 0 |
Total derivatives, accrued liabilities at fair value | 0 | 1 |
Currency Contracts | Derivatives Not 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 | $ 1 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Derivatives' Impact on the Condensed Consolidated Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cost of Goods Sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total Derivatives | $ 0 | $ (3) | $ (1) | $ (7) |
Other income, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total Derivatives | 3 | 2 | (3) | (5) |
Currency Contracts | Derivatives Not Designated as Hedging Instruments | Cost of Goods Sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total Derivatives | 0 | 0 | 0 | 0 |
Currency Contracts | Derivatives Not Designated as Hedging Instruments | Other income, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total Derivatives | 3 | 2 | (3) | (5) |
Currency Contracts | Derivatives Designated as Hedging Instruments | Cost of Goods Sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total Derivatives | 0 | (2) | 0 | (4) |
Currency Contracts | Derivatives Designated as Hedging Instruments | Other income, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total Derivatives | 0 | 0 | 0 | 0 |
Natural Gas Hedges | Derivatives Designated as Hedging Instruments | Cost of Goods Sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total Derivatives | 0 | (1) | (1) | (3) |
Natural Gas Hedges | Derivatives Designated as Hedging Instruments | Other income, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total Derivatives | $ 0 | $ 0 | $ 0 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Narrative (Details) € in Millions, ر.س in Millions, £ in Millions, R in Millions, $ in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||||||||||||||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 ZAR (R) | Jun. 30, 2024 AUD ($) | Jun. 30, 2024 GBP (£) | Jun. 30, 2024 EUR (€) | Jun. 30, 2024 SAR (ر.س) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 ZAR (R) | Dec. 31, 2023 AUD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2023 EUR (€) | Dec. 31, 2023 SAR (ر.س) | Dec. 31, 2022 USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||||||||
Accumulated other comprehensive gain (loss) | $ (829) | $ (829) | $ (814) | |||||||||||||
Interest expense | 42 | $ 38 | 84 | $ 71 | ||||||||||||
Interest Rate Swaps | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||||||||
Notional amount | 200 | 200 | ||||||||||||||
Interest expense | 7 | $ 7 | 15 | $ 11 | ||||||||||||
Interest Rate Swaps | Interest Expense | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||||||||
Interest expense | 2 | 2 | ||||||||||||||
Interest Rate Swaps | Accumulated other comprehensive gain (loss) | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||||||||
Accumulated other comprehensive gain (loss) | 27 | 27 | 18 | $ (4) | ||||||||||||
Interest Rate Swaps | Cash Flow Hedging | Derivatives Designated as Cash Flow Hedges | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||||||||
Notional amount | 950 | 950 | ||||||||||||||
Interest Rate Swap Maturing in March 2028 | Cash Flow Hedging | Derivatives Designated as Cash Flow Hedges | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||||||||
Notional amount | 700 | 700 | ||||||||||||||
Interest Rate Swap Maturing in September 2024 | Cash Flow Hedging | Derivatives Designated as Cash Flow Hedges | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||||||||
Notional amount | 250 | 250 | ||||||||||||||
Foreign Exchange Contract, South African Rand | Derivatives Not Designated as Cash Flow Hedges | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||||||||
Notional amount | 57 | 57 | R 1,000 | 46 | R 837 | |||||||||||
Foreign Exchange Contract, Australian Dollars | Derivatives Not Designated as Cash Flow Hedges | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||||||||
Notional amount | 115 | 115 | $ 173 | 102 | $ 153 | |||||||||||
Foreign Exchange Contract, Pound Sterling | Derivatives Not Designated as Cash Flow Hedges | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||||||||
Notional amount | 61 | 61 | £ 48 | 57 | £ 45 | |||||||||||
Foreign Exchange Contract, Euro | Derivatives Not Designated as Cash Flow Hedges | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||||||||
Notional amount | 29 | 29 | € 27 | 48 | € 45 | |||||||||||
Foreign Exchange Contract, Saudi Riyal | Derivatives Not Designated as Cash Flow Hedges | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||||||||
Notional amount | $ 38 | $ 38 | ر.س 142 | $ 18 | ر.س 67 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Inputs, Level 2 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | $ 27 | $ 18 |
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 | Natural gas hedges | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 1 |
Fair Value, Inputs, Level 2 | Foreign currency contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 2 | 1 |
Derivative liability | 0 | 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 | 906 | 903 |
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 | 0 | 394 |
2023 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 | 0 | 351 |
2024 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 | 743 | 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 | 60 | 64 |
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 | 969 | 956 |
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 | $ 22 | $ 25 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||||
Beginning balance | $ 188 | $ 158 | $ 186 | $ 161 | |
Additions | 2 | 2 | 7 | 3 | |
Accretion expense | 5 | 3 | 10 | 7 | |
Remeasurement/translation | 2 | 0 | (5) | (2) | |
Other, including change in estimates | 0 | 0 | 0 | (3) | |
Settlements/payments | (3) | (2) | (4) | (5) | |
Ending balance | 194 | 161 | 194 | 161 | |
Asset retirement obligations [Abstract] | |||||
Current portion included in “Accrued liabilities” | 12 | 12 | $ 14 | ||
Noncurrent portion included in “Asset retirement obligations” | 182 | 182 | 172 | ||
Asset retirement obligations | $ 194 | $ 161 | $ 194 | $ 161 | $ 186 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Purchase commitments remainder of 2024 | $ 217 |
Purchase commitments for 2025 | 225 |
Purchase commitments for 2026 | 212 |
Purchase commitments for 2027 | 186 |
Purchase commitments for 2028 | 311 |
Purchase commitments due thereafter | 2,380 |
Commitments and Contingencies [Abstract] | |
Loss contingency | 120 |
Loss contingency provision | 42 |
Wells Fargo Revolver | Letters of Credit | |
Commitments and Contingencies [Abstract] | |
Loss contingency | 62 |
Hawkins Point | Bank Guarantees | |
Commitments and Contingencies [Abstract] | |
Loss contingency | 48 |
Absa Revolver | Bank Guarantees | |
Commitments and Contingencies [Abstract] | |
Loss contingency | $ 58 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items - Schedule of Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 1,925 | $ 2,399 | $ 1,980 | $ 2,403 |
Ending balance | 1,931 | 2,086 | 1,931 | 2,086 |
Accumulated Other Comprehensive Loss | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (845) | (785) | (814) | (768) |
Other comprehensive (loss) income | 17 | (25) | (13) | (45) |
Amounts reclassified from accumulated other comprehensive loss | (1) | 1 | (2) | 4 |
Ending balance | (829) | (809) | (829) | (809) |
Cumulative Translation Adjustment | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (769) | (725) | (729) | (710) |
Other comprehensive (loss) income | 18 | (33) | (22) | (48) |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 |
Ending balance | (751) | (758) | (751) | (758) |
Pension Liability Adjustment | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (92) | (77) | (92) | (78) |
Other comprehensive (loss) income | 0 | (1) | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 1 | 0 | 1 | 0 |
Ending balance | (91) | (78) | (91) | (78) |
Unrealized Gains (Losses) on Hedges | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 16 | 17 | 7 | 20 |
Other comprehensive (loss) income | (1) | 9 | 9 | 3 |
Amounts reclassified from accumulated other comprehensive loss | (2) | 1 | (3) | 4 |
Ending balance | $ 13 | $ 27 | $ 13 | $ 27 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items - Narrative (Details) | Feb. 21, 2024 USD ($) |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Shares authorized for repurchase | $ 300,000,000 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense for all nonvested awards, adjusted for estimated forfeitures | $ 39 | $ 39 | ||
Weighted average period of recognition for unrecognized compensation expense | 2 years 1 month 6 days | |||
Share-based compensation expense | $ 10 | $ 11 | ||
Restricted share units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 4 | $ 5 | $ 10 | $ 11 |
Restricted Share Units (RSUs), Time-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Restricted Share Units (RSUs), Performance-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 808,188 | |||
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) | 404,094 | |||
Award performance period | 3 years | |||
Granted (in dollars per share) | $ 21.69 | |||
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) | 404,094 | |||
Management | Restricted Share Units (RSUs), Time-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 808,182 | |||
Director | Restricted Share Units (RSUs), Time-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 75,748 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Weighted Average Assumptions (Details) - Restricted Share Units (RSUs), Performance-Based Awards - Share-based Payment Arrangement, Tranche One | 6 Months Ended |
Jun. 30, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0% |
Expected historical volatility | 47.90% |
Risk free interest rate | 4.46% |
Expected life (in years) | 3 years |
Pension and Other Postretirem_3
Pension and Other Postretirement Healthcare Benefits - Schedule of Components of Net Periodic Cost Associated with Our U.S. and Foreign Pension Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pensions | ||||
Net periodic cost: | ||||
Service cost | $ 1 | $ 1 | $ 2 | $ 2 |
Interest cost | 4 | 4 | 9 | 8 |
Expected return on plan assets | (5) | (5) | (10) | (10) |
Total net periodic cost | 0 | 0 | 1 | 0 |
Other Postretirement Benefit Plans | ||||
Net periodic cost: | ||||
Interest cost | 1 | 0 | 1 | 1 |
Total net periodic cost | $ 1 | $ 0 | $ 1 | $ 1 |
Pension and Other Postretirem_4
Pension and Other Postretirement Healthcare Benefits - Narrative (Details) - Pensions - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Multiemployer Plans [Abstract] | ||||
Employer contributions | $ 3 | |||
Expected future employer contributions, remainder of fiscal year | $ 5 | 5 | ||
Cost of goods sold | Foreign Plan | ||||
Multiemployer Plans [Abstract] | ||||
Multiemployer contribution amount | $ 2 | $ 2 | $ 3 | $ 3 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 32 Months Ended | |||||
Jun. 30, 2024 | Dec. 31, 2022 | Dec. 31, 2023 | May 10, 2023 | Dec. 17, 2020 | Dec. 29, 2019 | May 09, 2018 | |
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 157,912,468 | 156,793,755 | |||||
Accrued interest income balance | $ 126 | $ 218 | |||||
Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage by related party | 35% | ||||||
Related Party | Slagger | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage by related party | 65% | ||||||
Advanced Metal Industries Cluster Company Limited | Option Agreement, Option To Acquire Special Purchase Vehicle | Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage by related party | 90% | ||||||
Advanced Metal Industries Cluster Company Limited | Acquisition Of Assets Producing Metal Grade TiCl4 | Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued interest income balance | $ 36 | ||||||
Slagger | Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | |||||||
Related Party Transaction [Line Items] | |||||||
Loan commitment | $ 322 | ||||||
AMIC | Option Agreement, Amounts to be Reimbursed for Capital Expenditures and Operational Expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Amount loaned to related parties | $ 36 | ||||||
AMIC | Option Agreement, Amounts to be Reimbursed for Capital Expenditures and Operational Expenses | Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Amounts receivable from related party | $ 125 | ||||||
Cristal | Related Party | MGT Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Total outstanding note payable | $ 22 | $ 25 | $ 36 | ||||
Cristal | Related Party | MGT Loan | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, term | 3 years | ||||||
Cristal | Related Party | MGT Loan | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, term | 4 years | ||||||
Cristal's Titanium Dioxide Business | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage | 24% | ||||||
Acquisition Of Assets Producing Metal Grade TiCl4 | Related Party | Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage | 65% | ||||||
Cristal's Titanium Dioxide Business | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 37,580,000 |
Related Parties - Schedule of O
Related Parties - Schedule of Other Assets and Other Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Accrued interest income balance | $ 126 | $ 218 |
Advanced Metal Industries Cluster Company Limited | Option Agreement, Amount Loaned For Capital Expenditures and Operational Expenses, Interest Earned | Related Party | ||
Related Party Transaction [Line Items] | ||
Principal balance | 50 | 80 |
Accrued interest income balance | 8 | 12 |
Total outstanding balance | $ 58 | $ 92 |
Related Parties - Schedule of I
Related Parties - Schedule of Interest Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Interest income | $ 2 | $ 3 | $ 6 | $ 6 |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Interest income | $ 1 | $ 2 | $ 2 | $ 3 |
Related Parties - Schedule of F
Related Parties - Schedule of Feedstock Purchased Cost of Goods Sold (Details) - Slagger - Advanced Metal Industries Cluster Company Limited - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Purchases of feedstock material | $ 22 | $ 36 | $ 46 | $ 79 |
Purchases Of Feedstock Material, Settled As In-Kind Repayment Of Tronox Loans | ||||
Related Party Transaction [Line Items] | ||||
Purchases of feedstock material | 14 | 0 | 30 | 0 |
Purchases Of Feedstock Material, Settled In Cash | ||||
Related Party Transaction [Line Items] | ||||
Purchases of feedstock material | $ 8 | $ 36 | $ 16 | $ 79 |
Related Parties - Schedule of A
Related Parties - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Amount due to AMIC for slag purchases | $ 243 | $ 230 |
Slagger | Purchases of Feedstock Material | Related Party | Advanced Metal Industries Cluster Company Limited | ||
Related Party Transaction [Line Items] | ||
Amount due to AMIC for slag purchases | $ 13 | $ 0 |
Related Parties - Schedule of S
Related Parties - Schedule of Selling, General and Administrative Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Total fees received | $ 19 | $ 4 | $ 18 | $ 6 |
AMIC | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Total fees received | 0 | 3 | 0 | 5 |
AMIC | Management fees | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Total fees received | 0 | 2 | 0 | 4 |
AMIC | Other technical support fees | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Total fees received | $ 0 | $ 1 | $ 0 | $ 1 |
Related Parties - Schedule of P
Related Parties - Schedule of Prepaid, and Other Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Management fees and other technical support fees | $ 210 | $ 141 |
AMIC | Amended Technical Services Agreement, Monthly Management Fee and Other Technical Support Fees | Related Party | ||
Related Party Transaction [Line Items] | ||
Management fees and other technical support fees | $ 0 | $ 1 |
Related Parties - Schedule of L
Related Parties - Schedule of Long-Term Debt (Details) - Cristal - MGT Loan - Related Party - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 17, 2020 |
Related Party Transaction [Line Items] | |||
Note payable, due within 1 year | $ 7 | $ 7 | |
Note payable, due longer than 1 year from now | 15 | 18 | |
Total outstanding note payable | $ 22 | $ 25 | $ 36 |
Related Parties - Schedule of M
Related Parties - Schedule of MGT Loan Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Interest expense | $ 42 | $ 38 | $ 84 | $ 71 |
Cristal | MGT Loan | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Interest expense | 1 | 1 | 1 | 1 |
Loan Repayment via MGT delivered to ATTM | $ 1 | $ 2 | $ 3 | $ 3 |
Related Parties - Purchases of
Related Parties - Purchases of Chlorine Gas (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Purchase of Chlorine Gas | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Purchases of chlorine gas | $ 2 | $ 1 | $ 3 | $ 2 |
Related Parties - Schedule of C
Related Parties - Schedule of Cost of Goods Sold, Accrued Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Amount due related to purchases of chlorine gas | $ 243 | $ 230 |
Purchase of Chlorine Gas | Related Party | ||
Related Party Transaction [Line Items] | ||
Amount due related to purchases of chlorine gas | $ 1 | $ 1 |
Related Parties - Schedule of_2
Related Parties - Schedule of MGT to ATTM, Net Sales (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
MGT sales made to ATTM as product is delivered | $ 820 | $ 794 | $ 1,594 | $ 1,502 |
MGT | ||||
Related Party Transaction [Line Items] | ||||
MGT sales made to ATTM as product is delivered | $ 13 | $ 12 | $ 26 | $ 23 |
Related Parties - Sales Outstan
Related Parties - Sales Outstanding Prepaid and Other Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Due from ATTM for MGT deliveries | $ 210 | $ 141 |
Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | Receivable From MGT Product Sales | Related Party | ||
Related Party Transaction [Line Items] | ||
Due from ATTM for MGT deliveries | $ 17 | $ 9 |