NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Millions of U.S. dollars, except share, per share and metric tons data or unless otherwise noted)
1. The Company
Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia, South Africa and Brazil to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. It is our long-term strategic goal to be vertically integrated and consume all of our feedstock materials in our own nine TiO2 pigment facilities which we operate in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon and pig iron, which we also supply to customers around the world.
We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales.
Basis of Presentation
We are considered a domestic company in the United Kingdom and, as such, are required to comply with filing requirements in the United Kingdom. Additionally, we are not considered a “foreign private issuer” in the U.S.; therefore, we are required to comply with the reporting and other requirements imposed by the U.S. securities law on U.S. domestic issuers, which, among other things, requires reporting under accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements included in this Form 10-K are prepared in conformity with U.S. GAAP.
Our 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.
Use of Estimates
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.
2. Significant Accounting Policies
Foreign Currency
The U.S. dollar is our reporting currency for our consolidated financial statements in U.S. GAAP. We determine the functional currency of each subsidiary based on a number of factors, including the predominant currency for revenues, expenditures and borrowings. Adjustments from the remeasurement of non-functional currency monetary assets and liabilities are recorded in “Other income, net” in the Consolidated Statements of Operations. When a subsidiary’s functional currency is not the U.S. dollar, translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are recorded in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets.
Translation adjustments on intercompany foreign currency receivables and payables that are not expected to be settled in the foreseeable future are reported in the same manner as translation adjustments.
Revenue Recognition
We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers to the customer at a specified destination or time. All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are reported as “Net sales” in the Consolidated Statements of Operations. Accruals are made for sales returns, rebates and other allowances, which are recorded in “Net sales” in the Consolidated Statements of Operations and are based on our historical experience and current business conditions. Additionally, we have elected the practical
expedient to exclude sales taxes and similar taxes that we collect from customers on behalf of government authorities from the revenue transaction price. See Note 5.
Cost of Goods Sold
Cost of goods sold includes costs for purchasing, receiving, manufacturing, and distributing products, including raw materials, energy, labor, depreciation, depletion, shipping and handling, freight, warehousing, and other production costs.
Research and Development
Research and development costs, included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations comprised of salaries, building costs, utilities, administrative expenses, third party research, and allocations of corporate costs, were $13 million, $12 million, and $17 million during 2021, 2020, and 2019, respectively, and were expensed as incurred.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include costs related to marketing, research and development, agent commissions, and legal and administrative functions such as corporate management, human resources, information technology, investor relations, accounting, treasury, and tax compliance.
Income Taxes
We use the asset and liability method of accounting for income taxes. The estimation of the amounts of income taxes involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings, and uncertain tax positions.
Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. We periodically assess the likelihood that we will be able to recover our deferred tax assets and reflect any changes in our estimates in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate. All available positive and negative evidence is weighted to determine whether a valuation allowance should be recorded.
The amount of income taxes we pay is subject to ongoing audits by federal, state, and foreign tax authorities, which may result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions, and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized. See Note 8.
Earnings per Share
Basic and diluted earnings per share are calculated using the two-class method. Under the two-class method, earnings used to determine basic earnings per share are reduced by an amount allocated to participating securities. Participating securities include restricted shares issued under the Tronox Management Equity Incentive Plan (the “MEIP”) (see Note 22), which contains non-forfeitable dividend rights. Our unexercised options and unvested restricted share units do not contain non-forfeitable rights to dividends and, as such, are not considered in the calculation of basic earnings per share. Our unvested restricted shares do not have a contractual obligation to share in losses; therefore, when we record a net loss, none of the loss is allocated to participating securities. Consequently, in periods of net loss, the two-class method does not have an effect on basic loss per share.
Diluted earnings per share is calculated by dividing net earnings allocable to ordinary shares by the weighted-average number of ordinary shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating restricted share units and options. The options are included in the calculation of diluted earnings per ordinary share utilizing the treasury stock method. See Note 9.
Fair Value Measurement
We measure fair value on a recurring basis utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and consider counterparty credit risk in our assessment of fair value. The fair value hierarchy is as follows:
•Level 1 – Quoted prices in active markets for identical assets and liabilities;
•Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and,
•Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities
See Note 17.
Cash and Cash Equivalents
We consider all investments with original maturities of three months or less to be cash equivalents. We maintain cash and cash equivalents in bank deposit and money market accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are generally highly rated and geographically dispersed, and we have a policy to limit the amount of credit exposure with any one institution. We have not experienced any losses in such accounts and believe we are not exposed to significant credit risk.
At December 31, 2021, we had restricted cash of $4 million comprised of $3 million in Australia related to outstanding performance bonds and $1 million in Saudi Arabia related to vendor supply agreement guarantees. At December 31, 2020, we had restricted cash of $29 million comprised of $18 million in Europe related to the termination fee associated with the TTI acquisition, $10 million in Australia related to outstanding performance bonds and $1 million in Saudi Arabia related to vendor supply agreement guarantees.
Accounts Receivable, net of allowance for credit losses
We perform credit evaluations of our customers, and take actions deemed appropriate to mitigate credit risk. Only in certain specific occasions do we require collateral in the form of bank or parent company guarantees or guarantee payments. We maintain allowances for potential credit losses based on specific customer review and current financial conditions.
Inventories, net
Pigment inventories are stated at the lower of actual cost and net realizable value, net of allowances for obsolete and slow-moving inventory. The cost of inventories is determined using the first-in, first-out method. Carrying values include material costs, labor, and associated indirect manufacturing expenses. Costs for materials and supplies, excluding titanium ore, are determined by average cost to acquire. Feedstock and co-products inventories including titanium ore are stated at the lower of the weighted-average cost of production or market. Inventory costs include those costs directly attributable to products, including all manufacturing overhead but excluding distribution costs. Raw materials are carried at actual cost.
We review the cost of our inventory in comparison to its net realizable value. We also periodically review our inventory for obsolescence. In either case, we record any write-down equal to the difference between the cost of inventory and its estimated net realizable value based on assumptions about alternative uses, market conditions and other factors. Inventories expected to be sold or consumed within twelve months after the balance sheet date are classified as current assets and all other inventories are classified as non-current assets. See Note 10.
Long Lived Assets
Property, plant and equipment, net is stated at cost less accumulated depreciation, and is depreciated over its estimated useful life using the straight-line method as follows: | | | | | |
| Land improvements | 10 — 20 years |
| Buildings | 10 — 40 years |
| Machinery and equipment | 3 — 25 years |
| Furniture and fixtures | 10 years |
Maintenance and repairs are expensed as incurred, except for costs of replacements or renewals that improve or extend the lives of existing properties, which are capitalized. Upon retirement or sale, the cost and related accumulated depreciation are
removed from the respective account, and any resulting gain or loss is included in “Cost of goods sold” or “Selling, general, and administrative expenses” in the Consolidated Statements of Operations. See Note 11.
We capitalize costs associated with our asset retirement obligations which are generally included in machinery and equipment. See Note 19.
We capitalize interest costs on major projects that require an extended period of time to complete. See Note 15.
Mineral property acquisition costs are capitalized as tangible assets when management determines that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and anticipated exploration and development expenditures. Mineral leaseholds are depleted over their useful lives as determined under the units of production method. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property through the commencement of production are capitalized. See Note 12.
Intangible assets are stated at cost less accumulated amortization and are amortized on a straight-line basis over their estimated useful lives, which generally range from 3 to 20 years. See Note 13.
We evaluate the recoverability of the carrying value of long-lived assets that are held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, we assess whether the projected undiscounted cash flows of our long-lived assets are sufficient to recover the carrying amount of the asset group being assessed. If the undiscounted projected cash flows are not sufficient, we calculate the impairment amount by discounting the projected cash flows using our weighted-average cost of capital. For assets that satisfy the criteria to be classified as held for sale, an impairment loss, if any, is recognized to the extent the carrying amount exceeds fair value, less cost to sell. The amount of the impairment of long-lived assets is written off against earnings in the period in which the impairment is determined.
Business Acquisitions
Business acquisitions are accounted for using the acquisition method under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), which requires recording assets acquired and liabilities assumed at fair value as of the acquisition date. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liabilities assumed is recorded based on their preliminary estimated fair values on the acquisition date. The initial valuations are derived from estimated fair value assessments and assumptions used by management. Acquisition related costs are expensed as incurred and are included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations.
Leases
We determine if a contract is or contains a lease at inception of the contract. Our leases are primarily operating leases. Leased assets primarily include office buildings, rail cars and motor vehicles, forklifts, and other machinery and equipment. Our leases primarily have fixed lease payments, with real estate leases typically requiring additional payments for real estate taxes and occupancy-related costs. Certain of our leases also have variable lease payments. Variable lease payments that depend on an index or a rate (such as the Consumer Price Index) are included in our initial measurement of the lease right of use assets and lease liabilities. Variable lease payments that are not index or rate based (such as variable payments based on our performance or use of the leased assets) are recorded as expenses when incurred and excluded from the measurement of right of use assets and lease liabilities. Our leases typically have initial lease terms ranging from 1 to 25 years. Some of our lease agreements include options to renew, extend or early terminate the leases. Lease term is the non-cancellable period of a lease, adjusted by the period covered by an option to extend or terminate the lease if we are reasonably certain to exercise (or not exercise) that option. Our operating leases typically do not contain purchase options we expect to exercise, residual value guarantees or other material covenants.
Operating leases are recorded under “Lease right of use assets”, “Short-term lease liabilities”, and “Long-term lease liabilities” on the Consolidated Balance Sheets. Finance leases are recorded under “Property, plant and equipment net”, “Long-term debt due within one year”, and “Long-term debt” on the Consolidated Balance Sheets. Operating lease right of use ("ROU") assets and lease liabilities are initially recorded at the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. Lease payments for the initial measurement of lease ROU assets and lease liabilities include fixed payments and variable payments that depend on an index or a rate. Variable lease payments that are not index or rate based are recorded as expenses when incurred. Operating lease ROU assets are amortized on a straight-line basis over the period of the lease. Finance lease ROU assets are amortized on a straight-line basis over the shorter of their estimated useful lives of leased asset and the lease terms. See Note 18.
Long-term Debt
Long-term debt is stated net of unamortized original issue premium or discount. Premiums or discounts are amortized using the effective interest method with amortization expense recorded in “Interest and debt expense, net” in the Consolidated Statements of Operations. Deferred debt issuance costs related to a recognized debt liability are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and are amortized using the effective interest method with amortization expense recorded in “Interest and debt expense, net” in the Consolidated Statements of Operations. See Note 15.
Asset Retirement Obligations
Asset retirement obligations are recorded at their estimated fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at our credit-adjusted risk-free interest rate, which are considered Level 3 inputs. We classify accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” in the Consolidated Statements of Operations. See Note 19.
Environmental Remediation and Other Contingencies
We record an undiscounted liability when any of the following occur: 1) a claim or assessment has been asserted, 2) a litigation has commenced, or 3) based on available information, it is probable that a claim or an assessment will be asserted or a litigation will commence; and in addition, the outcome is expected to be unfavorable to us and the associated costs can be reasonably estimated. See Note 20.
Self-Insurance
We are self-insured for certain levels of general and vehicle liability, property, workers’ compensation and health care coverage. The cost of these self-insurance programs is accrued based upon estimated fully developed settlements for known and anticipated claims. Any resulting adjustments to previously recorded reserves are reflected in current operating results. We do not accrue for general or unspecific business risks.
Share-based Compensation
Equity Restricted Share and Restricted Share Unit Awards — The fair value of equity instruments is measured based on the share price on the grant date and is recognized over the vesting period. These awards contain service, market, and/or performance conditions. For awards containing only a service or a market condition, we have elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award. For awards containing a market condition, the fair value of the award is measured using the Monte Carlo simulation under a lattice model approach. For awards containing a performance condition, the fair value is the grant date close price and compensation expense is not recognized until we conclude that it is probable that the performance condition will be met. We reassess the probability at least quarterly. See Note 22.
Defined Benefit Pension and Postretirement Benefit Plans
We recognize the funded status of our defined benefit pension plans and postretirement benefit plans in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at the measurement date. The benefit obligation for the defined benefit plans is the projected benefit obligation (PBO), which represents the actuarial present value of benefits expected to be paid upon retirement based on employee services already rendered and estimated future compensation levels. The benefit obligation for our postretirement benefit plans is the accumulated postretirement benefit obligation (APBO), which represents the actuarial present value of postretirement benefits attributed to employee services already rendered. The fair value of plan assets related to our defined benefit plan represents the current market value of assets held in a trust fund, which is established for the sole benefit of plan participants.
If the fair value of plan assets exceeds the benefit obligation, the plan is overfunded, and the excess is recorded as a prepaid pension asset. On the other hand, if the benefit obligation exceeds the fair value of plan assets, the plan is underfunded, and the deficit is recorded as pension and postretirement healthcare benefits obligation in the Consolidated Balance Sheet. The portion of the pension and postretirement healthcare obligations payable within the next 12 months is recorded in accrued liabilities in the Consolidated Balance Sheet.
Net periodic pension and postretirement benefit cost represents the aggregation of service cost, interest cost, expected return on plan assets, amortization of prior service costs or credits and actuarial gains or losses previously recognized as a component of OCI and it is recorded in the Consolidated Statement of Operations. Net periodic cost is recorded in cost of goods sold and
selling, general and administrative expenses in the Consolidated Statement of Operations based on the employees’ respective functions.
Actuarial gains or losses represents the effect of remeasurement on the benefit obligation principally driven by changes in the plan actuarial assumptions. Prior service costs or credits arise from plan amendments. The actuarial gains or losses and prior service costs or credits are initially recognized as a component of Other Comprehensive income in the Consolidated Statement of Comprehensive Income (Loss). Those gains or losses and prior service costs or credits are subsequently recognized as a component of net periodic cost.
The measurement of benefit obligations and net periodic cost is based on estimates and assumptions approved by management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases and mortality rates.
Defined Contribution Plans — We recognize our contribution as expense when they are due. The expense is recorded in cost of goods sold or selling, general and administrative expenses the Consolidated Statement of Operations based on the employees’ respective functions.
Multiemployer Plan — We treat our multiemployer plan like a defined contribution plan. A pension plan to which two or more unrelated employers contribute is generally considered to be a multiemployer plan. As a defined contribution plan, we recognize the contribution for the period as a net benefit cost and any contributions due and unpaid as a liability.
Recently Adopted Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes. The standard simplifies the accounting for income taxes by removing the exceptions to the incremental approach for intraperiod tax allocation, the requirement to recognize deferred tax liability for equity method investments, the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020 with early adoption permitted. The adoption of this standard did not have a material impact on our consolidated financial statements.
Recently Issued Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform Financial Reporting”. This amendment is elective in nature. Amongst other aspects, this standard provides for practical expedients and exceptions to current accounting standards that reference a rate which is expected to be dissolved (e.g., London Interbank Offered Rate “LIBOR”) as it relates to hedge accounting, contract modifications and other transactions that reference this rate, subject to meeting certain criteria. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of the standard.
3. Acquisitions and Related Divestitures
TTI Acquisition
In May 2020, the Company announced that it had signed a definitive agreement to acquire the Tizir Titanium and Iron ("TTI") business from Eramet S.A. for approximately $300 million in cash, plus 3% per annum which accrues for the period from January 1, 2020 until the transaction closes. TTI is a titanium smelter located in Tyssedal, Norway which upgrades ilmenite to produce high-grade titanium slag and high-purity pig iron with an annual capacity of approximately 230,000 tons and 90,000 tons, respectively.
Pursuant to the definitive agreement, we were required to pay to Eramet S.A. a termination fee of $18 million if the agreement is terminated as a result of a failure to satisfy certain regulatory approvals prior to May 13, 2021. During the second quarter of 2020, upon signing of the definitive agreement to acquire TTI, we placed $18 million into an escrow account with a third-party financial institution.
One of the conditions to the transaction was the obtaining of certain regulatory approvals that would include UK Competition and Markets Authority (“CMA”) approval by no later than a date specified in the definitive agreement (the “Condition Satisfaction Date”). On January 4, 2021, the Company received a decision from the CMA indicating that it intended to open a Phase 2 investigation into the Company’s proposed acquisition of TTI. In response to the concerns presented by the CMA, the Company submitted a remedy proposal, which the CMA rejected on January 18, 2021. As a result of this rejection, the Company concluded that it is not possible to complete the transaction by the Condition Satisfaction Date and elected to terminate the transaction. On January 19, 2021, pursuant to the definitive agreement the $18 million previously placed into escrow was released
to Eramet in satisfaction of the termination fee, which was recorded in "Other income, net" in our Consolidated Statement of Operations. At December 31, 2020, the $18 million is reflected within "Restricted cash" on the Consolidated Balance Sheet.
Cristal Acquisitions and Related Divestitures
On April 10, 2019, we completed the acquisition of the TiO2 business of Cristal for $1.675 billion of cash, plus 37,580,000 ordinary shares. The total acquisition price, including the value of the ordinary shares at $14 per share on the closing date of the Cristal Transaction, was approximately $2.2 billion. With the acquisition of our shares, an affiliate of Cristal became our largest shareholder. At December 31, 2021, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a wholly-owned subsidiary of The National Titanium Dioxide Company Limited., continues to own 37,580,000 shares of Tronox, or a 24% ownership interest. The National Titanium Dioxide Company Limited is 79% owned by Tasnee.
In order to obtain regulatory approval for the Cristal Transaction, the FTC required us to divest Cristal's North American TiO2 business, which we sold to INEOS on May 1, 2019, for cash proceeds, net of transaction costs, of $701 million, inclusive of an amount for a working capital adjustment. The operating results of Cristal’s North American TiO2 business from the acquisition date to the date of divestiture are included in a single caption entitled “Net Income (Loss) from discontinued operations, net of tax” in our Consolidated Statements of Operations. See Note 6 for further information on discontinued operations.
In conjunction with the Cristal Transaction, we entered into a transition services agreement with Tasnee and certain of its affiliates under which we and the Tasnee entities will provide certain transition services to one another. See Note 24 for further details of the transition services agreement. In conjunction with the divestiture of Cristal's North American TiO2 business to INEOS, we entered into a two-year transition services agreement with INEOS. Under the terms of the transition services agreement, INEOS agreed to provide services to Tronox for manufacturing, technology and innovation, information technology, finance, warehousing and human resources. Similarly, Tronox will provide services to INEOS for information technology, finance, product stewardship, warehousing and human resources.
In addition, in order to obtain regulatory approval by the European Commission, we divested the 8120 paper laminate grade, supplied from our Botlek facility in the Netherlands, to Venator Materials PLC (“Venator”). The divestiture was completed on April 26, 2019. Under the terms of the divestiture, we will supply the 8120 grade product to Venator under a supply agreement for an initial term of 2 years, and extendable up to 3 years, to allow for the transfer of the manufacturing of the 8120 grade to Venator. Total cash consideration is 8 million Euros, of which 1 million Euros was paid at the closing, 3.5 million Euros (or approximately $3.9 million) was received during the second quarter of 2020 and 3.5 million Euros (approximately $4.2 million) was received in the second quarter of 2021. We recorded a charge of $19 million during the second quarter of 2019, in “Contract loss” in the Consolidated Statements of Operations, reflecting both the proceeds on sale and the estimated losses we expect to incur under the supply agreement with Venator.
We funded the cash portion of the Cristal Transaction through existing cash, borrowings from our Wells Fargo Revolver, and restricted cash which had been borrowed under the Blocked Term Loan (as defined elsewhere herein) and which became available to us for the purpose of consummating the Cristal Transaction. See Note 15 for further details of the Cristal Transaction financing.
Supplemental Pro Forma Financial Information
The following unaudited pro forma information was prepared pursuant to the requirements of ASC 805 and give effect to the Cristal Transaction as if it had occurred on January 1, 2018. The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as:
a.conforming the accounting policies of Cristal to those applied by Tronox;
b.conversion to U.S. GAAP from IFRS for Cristal;
c.the elimination of transactions between Tronox and Cristal;
d.recording certain incremental expenses resulting from purchase accounting adjustments, such as inventory step-up amortization, depreciation, depletion and amortization expense in connection with fair value adjustments to property, plant and equipment, mineral leaseholds and intangible assets;
e.recording the contract loss on the sale of the 8120 product line as a charge in the first quarter of 2018;
f.recording all transaction costs incurred in the first quarter of 2018;
g.recording the effect on interest expense related to borrowings in connection with the Cristal Transaction; and
h.recording the related tax effects and the impacts to EPS for the shares issued in conjunction with the transaction.
The unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the Cristal Transaction had actually occurred on that date, nor the results of operations in the future.
In accordance with ASC 805, the supplemental pro forma results of operations for the year ended December 31, 2019, as if the Cristal Transaction had occurred on January 1, 2018, are as follows:
| | | | | | | | | |
| | Year Ended December 31, 2019 | |
| Net Sales | | $ | 3,008 | | |
| Net income from continuing operations attributable to Tronox Holdings plc | | $ | 18 | | |
For the year ended December 31, 2019, we incurred pre-tax charges of $98 million related to the recognition of the step up to fair value of inventories acquired. We also incurred a pre-tax charge of $19 million in contract losses incurred on the 8120 supply agreement with Venator for the year ended December 31, 2019. See Note 20. The 2019 pro forma results were adjusted to exclude these charges as these costs were reflected within the results of operations in the pro forma results as if they were incurred on January 1, 2018.
4. Restructuring Initiatives
In April 2019, we announced the completion of the Cristal Transaction. During the second quarter of 2019, as a result of the acquisition, we outlined a broad-based synergy savings program that is expected to reduce costs, simplify processes and focus the organization’s structure and resources on key growth initiatives. During the years ended December 31, 2020 and 2019, we recorded costs of $3 million and $22 million, respectively, in our Consolidated Statement of Operations relating to these initiatives. No material balances were recorded during the year ended December 31, 2021. The costs consisted of charges for employee-related costs, including severance.
The liability balance for restructuring as of December 31, 2021, 2020 and 2019, which is recorded within “Accrued liabilities” in the Consolidated Balance Sheet, is as follows:
| | | | | | | | |
| | Employee-Related Costs |
| Balance, January 1, 2019 | | $ | — | |
| Charges | | 22 | |
| Cash payments | | (12) | |
| Balance, December 31, 2019 | | $ | 10 | |
| Charges | | 3 | |
| Cash payments | | (11) | |
| Balance, December 31, 2020 | | $ | 2 | |
| Cash payments | | (1) | |
| Balance, December 31, 2021 | | $ | 1 | |
5. Revenue
Nature of Contracts and Performance Obligations
We primarily generate revenue from selling TiO2 pigment products and related co-products, primarily zircon and pig iron, to our customers. These products are used for the manufacture of paints, coatings, plastics, paper, and a wide range of other applications. We account for a contract with our customer when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable.
Our promise in a contract typically relates to the transferring of a product or multiple distinct products that are substantially the same and that have the same pattern of transfer, representing a single performance obligation within a contract. We have elected to account for shipping and handling activities that occur after control of the products has transferred to the customer as contract fulfillment activities, rather than a separate performance obligation. Amounts billed to a customer in a sales transaction related to shipping and handling activities continue to be reported as “Net sales” and related costs as “Cost of goods sold” in the Consolidated Statements of Operations.
The duration of our contract period is one year or less. As such, we have elected to recognize incremental costs incurred to obtain contracts, which primarily consist of commissions paid to third-party sales agents, as “Selling, general and administrative
expenses” in the Consolidated Statements of Operations. Furthermore, we have elected not to disclose the value of unsatisfied performance obligations at each period end, given the original expected duration of our contracts are one year or less.
Transaction Price
Revenue is measured as the amount of consideration that we expect to be entitled in exchange for transferring products to the customer. The transaction price typically consists of fixed cash consideration. We also offer various incentive programs to our customers, such as rebates, discounts, and other price adjustments that represent variable consideration. We estimate variable consideration and include such consideration amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. We adjust our estimate of revenue at the earlier of when the amount of consideration we expect to receive changes or when the consideration becomes fixed. Sales returns rarely happen in our business; therefore, it is unlikely that a significant reversal of revenue will occur.
Sales and similar taxes we collect on behalf of governmental authorities are excluded from the transaction price for the determination of revenue. The expected costs associated with product warranties continue to be recognized as expense when the products are sold. Customer payment terms and conditions vary by contract and customer, although the timing of revenue recognition typically does not differ from the timing of invoicing. Additionally, as we generally do not grant extended payment terms, we have determined that our contracts generally do not include a significant financing component.
Revenue Recognition
We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers to the customer at a specified destination or time.
Contract Balances
Contract assets represent our rights to consideration in exchange for products that have transferred to a customer when the right is conditional on situations other than the passage of time. For products that we have transferred to our customers, our rights to the consideration are typically unconditional and only the passage of time is required before payments become due. These unconditional rights are recorded as accounts receivable. As of December 31, 2021, and December 31, 2020, we did not have material contract asset balances.
Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. When a customer has poor credit worthiness, we may receive advance payment 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 December 31, 2021 and December 31, 2020 were $2 million and $4 million, respectively. Contract liability balances were reported as “Accrued liabilities” in the Consolidated Balance Sheets. All contract liabilities as of December 31, 2020 and 2019 were recognized as revenue in “Net sales” in the Consolidated Statements of Operations during the first quarter of 2021 and first quarter of 2020, respectively.
Disaggregation of Revenue
We operate under one operating and reportable segment, Tronox. See Note 25 for details. 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: | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| North America | $ | 743 | | | $ | 716 | | | $ | 696 | |
| South and Central America | 252 | | | 181 | | | 164 | |
| Europe, Middle-East and Africa | 1,398 | | | 1,013 | | | 954 | |
| Asia Pacific | 1,179 | | | 848 | | | 828 | |
| Total net sales | $ | 3,572 | | | $ | 2,758 | | | $ | 2,642 | |
The 2020 amounts by geographic area in table above have been corrected for an increase and decrease of $78 million to Asia Pacific and North America, respectively, as well as an increase and decrease of $134 million to Europe, Middle-East and Africa and South and Central America, respectively.
Net sales from external customers for each similar type of product were as follows: | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
TiO2 | $ | 2,793 | | | $ | 2,176 | | | $ | 2,049 | |
| Zircon | 478 | | | 283 | | | 290 | |
| Feedstock and other products | 301 | | | 299 | | | 303 | |
| Total net sales | $ | 3,572 | | | $ | 2,758 | | | $ | 2,642 | |
Feedstock and other products mainly include pig iron, ilmenite, chloride ("CP") slag, TiCl4 and other mining products. The nature, amount, timing and uncertainty of revenue and cash flows typically do not differ significantly among different products.
6. Discontinued Operations and Other Disposition
Discontinued Operations - 2019
As discussed in Note 3, the Company divested Cristal's North American TiO2 business to INEOS on May 1, 2019, for cash proceeds, net of transaction costs, of $701 million, inclusive of an amount for a working capital adjustment. The operating results of Cristal’s North American TiO2 business from the acquisition date to the date of divestiture are included in a single caption entitled “Net income (loss) from discontinued operations, net of tax” in our Consolidated Statements of Operations and is included in the table below.
The following table presents a summary of the operations of Cristal’s North American TiO2 business and Cristal Metals line items constituting the "Income from discontinued operations, net of tax" in our Consolidated Statements of Operations for the year ended December 31, 2019. There were no discontinued operations in 2021 and 2020.
| | | | | | | | |
| | Year ended December 31, 2019 |
| Net sales | | $ | 41 | |
| Cost of goods sold | | 29 | |
| Gross profit | | 12 | |
| Selling, general and administrative expense and other expenses | | 5 | |
| Income before income taxes | | 7 | |
| Income tax provision | | 2 | |
| Income from discontinued operations, net of tax | | $ | 5 | |
7. Other Income, Net
Other income, net is comprised of the following: | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| Net realized and unrealized foreign currency gains (losses) | $ | 16 | | | $ | 4 | | | $ | 5 | |
| Pension and postretirement benefit interest cost, expected return on assets and amortization of actuarial losses | 5 | | | 1 | | | (1) | |
Pension and postretirement benefit settlement and curtailment gains(1) | — | | | 2 | | | 1 | |
Insurance proceeds(2) | — | | | 11 | | | — | |
Breakage fee (Note 3)(3) | (18) | | | — | | | — | |
| AMIC technical service support fee (Note 24) | 8 | | | 5 | | | — | |
| Other, net | 1 | | | 3 | | | (2) | |
| Total | $ | 12 | | | $ | 26 | | | $ | 3 | |
_____________________
(1) 2020 and 2019 amounts are curtailment gains related to our former U.S. Pension Plan (acquired as part of the Cristal transaction). See Note 23.
(2) 2020 amount represents reimbursement from claims related to the Ginkgo concentrator failure we inherited as a part of the Cristal Transaction.
(3) 2021 amount represents the breakage fee associated with the termination of the TTI acquisition. See Note 3.
8. 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 (loss) from continuing operations before income taxes is comprised of the following:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| United Kingdom | $ | (16) | | | $ | (12) | | | $ | 56 | |
| International | 390 | | | 126 | | | (144) | |
| Income (loss) from continuing operations before income taxes | $ | 374 | | | $ | 114 | | | $ | (88) | |
The income tax (provision) benefit is summarized below: | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| United Kingdom: | | | | | |
| Current | $ | (1) | | | $ | (1) | | | $ | — | |
| Deferred | — | | | (10) | | | 11 | |
| International: | | | | | |
| Current | (55) | | | (17) | | | (23) | |
| Deferred | (15) | | | 909 | | | (2) | |
| Income tax (provision) benefit | $ | (71) | | | $ | 881 | | | $ | (14) | |
The following table reconciles the applicable statutory income tax rates to our effective income tax rates for “Income tax (provision) benefit” as reflected in the Consolidated Statements of Operations. | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| Statutory tax rate | 19 | % | | 19 | % | | 19 | % |
| Increases (decreases) resulting from: | | | | | |
| Tax rate differences | 7 | | | 10 | | | 5 | |
| Disallowable expenditures | 2 | | | 17 | | | (29) | |
| Valuation allowances | (27) | | | (849) | | | (44) | |
| Corporate reorganization | 17 | | | (96) | | | — | |
| Tax rate changes | 2 | | | (8) | | | 17 | |
| State and local taxes | 1 | | | 5 | | | (7) | |
| Prior year accruals | (2) | | | 131 | | | 24 | |
| Branch taxation | — | | | — | | | (1) | |
| Withholding taxes | 2 | | | — | | | (2) | |
| Tax credits | (2) | | | (2) | | | 3 | |
| Deferred gross margin | — | | | — | | | (4) | |
| Other, net | — | | | — | | | 3 | |
| Effective tax rate | 19 | % | | (773) | % | | (16) | % |
Tronox Holdings plc, a U.K. public limited company, became the public parent during the three months ended March 31, 2019. Prior to that time, Tronox Limited, was the public parent, registered under the laws of the State of Western Australia, but managed and controlled in the U.K. The statutory tax rate in the U.K. at December 31, 2021, 2020 and 2019 was 19%.
The effective tax rates in 2021, 2020 and 2019 are all influenced by a variety of factors, primarily income and losses in jurisdictions with valuation allowances, changes in tax rates, disallowable expenditures, prior year accruals, and rates different than the United Kingdom statutory rate of 19%. The 2021 rate is additionally impacted by the liquidation of an inactive Dutch
subsidiary and the write-off of its historical NOL balances as part of our corporate reorganization. Both the 2021 and 2020 rates are additionally impacted by a corporate reorganization related to our Australian entities and the amendment of prior year returns in resolution of a tax audit which impacted prior year accruals (see below for further discussion regarding the audit agreement). These Australian impacts are fully offset by valuation allowances. The large negative effective tax rate for 2020 is caused by the release of valuation allowances for deferred tax assets in the U.S. and Brazil, partially offset by the recording of valuation allowances in Saudi Arabia and the U.K. The 2019 rate was additionally impacted by a benefit of $48 million due to the release of a valuation allowance for deferred tax assets associated with our operating subsidiary in the Netherlands.
The Company reached an agreement with the Australian Tax Office ("ATO") during the year ended December 31, 2020 for the tax years 2016 through 2019 related to the companies operating in Australia acquired in the Cristal transaction, which were under examination by the ATO. Cash tax payments to be made pursuant to this agreement are not reflected in the above table due to the indemnification clause of the Cristal Transaction purchase contract. Refer to Note 24 for further information. As part of the agreement, $79 million in deferred tax assets related to Australian NOLs were lost. The change to deferred taxes is fully offset by a valuation allowance and results in no impact to the consolidated provision. The NOL adjustment from the ATO agreement is reflected in the "Prior year accruals" line of the effective tax rate table.
Changes in our state apportionment factors and state statutory rate changes caused our overall effective state tax rates to change. Due to the large deferred tax asset created by the Anadarko litigation settlement in 2014, these state rate changes have a material impact on deferred taxes for 2020 and 2019. These are reflected within the "Tax rate changes" line of the effective tax rate table and is offset by a valuation allowance for 2019. During 2020 and 2019, tax law changes fully repealed the future Netherlands rate reduction, and this benefit is also reflected in the "Tax rate changes" line.
Net deferred tax assets (liabilities) at December 31, 2021 and 2020 were comprised of the following: | | | | | | | | | | | |
| December 31, |
| 2021 | | 2020 |
| Deferred tax assets: | | | |
| Net operating loss and other carryforwards | $ | 1,720 | | | $ | 1,788 | |
| Property, plant and equipment, net | 107 | | | 153 | |
| Reserves for environmental remediation and restoration | 43 | | | 46 | |
| Obligations for pension and other employee benefits | 58 | | | 57 | |
| Investments | 4 | | | 3 | |
| Grantor trusts | 636 | | | 637 | |
| Inventories, net | 8 | | | 8 | |
| Interest | 214 | | | 232 | |
| Lease liabilities | 23 | | | 21 | |
| Other accrued liabilities | 3 | | | 6 | |
| Foreign exchange | 9 | | | 1 | |
| Other | 7 | | | 8 | |
| Total deferred tax assets | 2,832 | | | 2,960 | |
| Valuation allowance associated with deferred tax assets | (1,728) | | | (1,826) | |
| Net deferred tax assets | 1,104 | | | 1,134 | |
| | | |
| Deferred tax liabilities: | | | |
| Inventories, net | (5) | | | (2) | |
| Property, plant and equipment, net | (216) | | | (226) | |
| Intangible assets, net | (22) | | | (30) | |
| Lease assets | (24) | | | (22) | |
| Foreign exchange | (1) | | | — | |
| Other | (8) | | | (10) | |
| Total deferred tax liabilities | (276) | | | (290) | |
| Net deferred tax asset | $ | 828 | | | $ | 844 | |
| | | |
| Balance sheet classifications: | | | |
| Deferred tax assets — long-term | $ | 985 | | | $ | 1,020 | |
| Deferred tax liabilities — long-term | $ | (157) | | | $ | (176) | |
| Net deferred tax asset | $ | 828 | | | $ | 844 | |
The net deferred tax assets reflected in the above table include deferred tax assets related to grantor trusts, which were established as Tronox Incorporated emerged from bankruptcy during 2011. The balances relate to the assets contributed to such grantor trusts by Tronox Incorporated and the proceeds from the resolution of previous litigation of $5.2 billion during 2014,
which resulted in additional deferred tax assets of $2.0 billion. As the grantor trusts continue to spend funds received from the litigation and earn income from the investment of those funds, the U.S. net operating loss will increase or decrease.
There was a decrease to our valuation allowance of $98 million during 2021, a decrease of $965 million in 2020, and an increase of $172 million in 2019. The table below sets forth the changes, by jurisdiction: | | | | | | | | | | | | | | | | | |
| December 31, |
| 2021 | | 2020 | | 2019 |
| United Kingdom | $ | (1) | | | $ | (1) | | | $ | (2) | |
| United States | (19) | | | (944) | | | 54 | |
| Australia | (43) | | | (17) | | | 89 | |
| The Netherlands | (24) | | | 2 | | | — | |
| Saudi Arabia | (11) | | | 11 | | | — | |
| Brazil | — | | | (14) | | | 14 | |
| Switzerland | — | | | — | | | 15 | |
| Belgium | — | | | (2) | | | 2 | |
| Total (decrease) increase in valuation allowances | $ | (98) | | | $ | (965) | | | $ | 172 | |
As part of the functions under business combination accounting pursuant to ASC 805 and deferred income taxes in accordance with ASC 740, the Company evaluated deferred tax attributes in each jurisdiction for application of a valuation allowance. Some operations acquired in the Cristal Transaction included a full or partial valuation allowance at the time of acquisition. Evidence provided to the Company that was maintained previously to support valuation allowances at acquisition was used along with considerations of any changes in operations and possible combinations with deferred tax attributes of the Company’s existing operations in each jurisdiction. It was determined that France would remove its valuation allowance so that jurisdiction is not shown in the table above, Australia and Brazil would increase from partial to full valuation allowances, and Switzerland and the United States would sustain full valuation allowances at acquisition.
During the year ended December 31, 2021, operations in Saudi Arabia had a substantially positive improvement in its earnings. The Company's operations there not only turned from net losses to net income, but the amount of net income realized during 2021 and forecasted in the immediate future has been enough to overcome the losses sustained in prior years. A reversal of the valuation allowance in Saudi Arabia resulted in a non-cash deferred tax benefit of $8 million. This valuation allowance was established during the year ended December 31, 2020 against the net deferred tax assets in Saudi Arabia, and the addition of the valuation allowance in that period resulted in a non-cash deferred tax provision of $2 million.
During the year ended December 31, 2020, we determined sufficient positive evidence existed to reverse a portion of the valuation allowance attributable to the deferred tax assets associated with our operations in the U.S. This reversal resulted in a non-cash deferred tax benefit of $909 million. Our analysis considered all positive and negative evidence, including (i) three years of cumulative income for our U.S. subsidiaries, (ii) our continuing and improved profitability over the last twelve months in this jurisdiction, (iii) estimates of continued profitability based on updates to our latest forecasts, (iv) changes in the factors that drove losses in the past, primarily interest expenses incurred in the U.S., and (v) risk that certain deferred tax assets may be subject to limitation under Section 382 of the Code. Based on this analysis, we concluded that it was more likely than not that our U.S. subsidiaries will be able to utilize all of their deferred tax assets with an indefinite life. A portion of the U.S. deferred tax assets are attributable to NOLs incurred in prior years which are subject to expiration in future years. Our analysis did not support that these limited-life NOLs would be utilized before their expiration, and it is against these deferred tax assets in the U.S. that the Company continues to carry a valuation allowance with a current estimated value of $1,026 million.
During the year ended December 31, 2020, we also determined sufficient positive evidence existed to reverse the valuation allowance attributable to the deferred tax assets associated with our operations in Brazil. This reversal resulted in a non-cash deferred tax benefit of $8 million. Our analysis considered all positive and negative evidence, the most significant of which was the continuing and improved profitability of the Brazilian company subsequent to its acquisition in 2019 and estimates of continued profitability based on updates to our latest forecasts. Based on this analysis, we concluded that it is more likely than not that our Brazilian subsidiary will be able to utilize all of its deferred tax assets.
During the year ended December 31, 2020, we established a valuation allowance against the net deferred tax assets in the United Kingdom. The addition of this valuation allowance resulted in a non-cash deferred tax provision of $10 million. There has been increased profitability in this jurisdiction after the Cristal Transaction; however, it has not yet been sufficient to overcome our cumulative historical losses. Forecasted changes to intercompany interest is recent negative evidence now impacting our analysis. The company expects continued profitability in this jurisdiction but no longer has objective support which can be heavily weighted in this determination.
At December 31, 2021, we have full valuation allowances related to the total net deferred tax assets in Australia, Switzerland, and the United Kingdom, as we cannot objectively assert that these deferred tax assets are more likely than not to be realized. It is reasonably possible that a portion of these valuation allowances could be reversed within the next year due to increased book profitability levels. Future provisions for income taxes will include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments until the valuation allowances are eliminated. Additionally, we have valuation allowances against specific tax assets in South Africa and the U.S.
These conclusions were reached by the application of ASC 740, Income Taxes, and require that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded. The more significant evidential matter in Australia, Switzerland, and the United Kingdom relates to cumulative book losses. The most significant evidential matter for South Africa relates to capital losses and assets that cannot be depleted or depreciated for tax purposes.
An ownership change occurred during 2019 for the Cristal U.S. businesses as a result of the acquisition by the Company. These ownership changes resulted in a limitation under Sections 382 and 383 of the Internal Revenue Code related to the net operating losses of the Cristal U.S. businesses. The net limitations related to the ownership change resulted in a reduction of $69 million of the acquired U.S. loss carryforward, offset by corresponding reduction to a valuation allowance. The Company did not have any transactions during 2019 that triggered an ownership change under Sections 382 and 383 of the Code for the Tronox U.S. businesses.
The deferred tax assets generated by tax loss carryforwards in Australia, Switzerland, and the United Kingdom have been fully offset by valuation allowances. In the United States, the deferred tax assets generated by tax loss carryforwards are partially offset by a valuation allowance to the extent they are subject to expiration. The expiration of these carryforwards at December 31, 2021 is shown below. The Australian, Saudi Arabian, French, Brazilian and United Kingdom tax loss carryforwards do not expire. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2023 | | 2024 | | 2025 | | 2026 | | 2027 - 2040 | | Unlimited | | Total Tax Loss Carryforwards |
| United Kingdom | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | (51) | | | $ | (51) | |
| Australia | — | | | — | | | — | | | — | | | — | | | — | | | (355) | | | (355) | |
| The Netherlands | — | | | — | | | — | | | — | | | — | | | — | | | (100) | | | (100) | |
| France | — | | | — | | | — | | | — | | | — | | | — | | | (214) | | | (214) | |
| Saudi Arabia | — | | | — | | | — | | | — | | | — | | | — | | | (23) | | | (23) | |
| Switzerland | (100) | | | (80) | | | — | | | — | | | — | | | (1) | | | — | | | (181) | |
| U.S. Federal | — | | | — | | | — | | | — | | | — | | | (3,988) | | | (334) | | | (4,322) | |
| U.S. State | (3) | | | (28) | | | (12) | | | (41) | | | (76) | | | (4,027) | | | (18) | | | (4,205) | |
| Total tax loss carryforwards | $ | (103) | | | $ | (108) | | | $ | (12) | | | $ | (41) | | | $ | (76) | | | $ | (8,016) | | | $ | (1,095) | | | $ | (9,451) | |
At December 31, 2021, Tronox Holdings plc had foreign subsidiaries with undistributed earnings. Although we would not be subject to income tax on these earnings, amounts totaling $353 million could be subject to withholding tax if distributed. We have made no provision for deferred taxes for Tronox Holdings plc related to these undistributed earnings because they are in the specific jurisdictions which we assert are indefinitely reinvested outside of the parents’ taxing jurisdictions.
The noncurrent liabilities section of our Consolidated Balance Sheet does not reflect any reserves for uncertain tax positions for either 2021 or 2020.
Our Chinese returns are closed through 2014. Our U.K. and Brazilian returns are closed through 2016. Our Australian, South African, and U.S. returns are closed through 2017. Our Netherlands and French returns are closed through 2018.
We believe that we have made adequate provision for income taxes that may be payable with respect to years open for examination; however, the ultimate outcome is not presently known and, accordingly, additional provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future.
9. Income (Loss) Per Share
The computation of basic and diluted income per share for the periods indicated is as follows:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| Numerator – Basic and Diluted: | | | | | |
| Net income (loss) from continuing operations | $ | 303 | | | $ | 995 | | | $ | (102) | |
| Less: Net income from continuing operations attributable to noncontrolling interest | 17 | | | 26 | | | 12 | |
| Undistributed net income (loss) from continuing operations attributable to Tronox Holdings plc | 286 | | | 969 | | | (114) | |
| Net income from discontinued operations available to ordinary shares | — | | | — | | | 5 | |
| Net income (loss) available to ordinary shares | $ | 286 | | | $ | 969 | | | $ | (109) | |
| | | | | |
| Denominator – Basic and Diluted: | | | | | |
| Weighted-average ordinary shares, basic (in thousands) | 152,056 | | | 143,355 | | | 139,859 | |
| Weighted-average ordinary shares, diluted (in thousands) | 157,945 | | | 144,906 | | | 139,859 | |
| | | | | |
| Net income (loss) per Ordinary Share: | | | | | |
| Basic net income (loss) from continuing operations per ordinary share | $ | 1.88 | | | $ | 6.76 | | | $ | (0.81) | |
| Basic net income (loss) from discontinued operations per ordinary share | — | | | — | | | 0.03 | |
| Basic net income (loss) per ordinary share | $ | 1.88 | | | $ | 6.76 | | | $ | (0.78) | |
| | | | | |
| Diluted net income (loss) from continuing operations per ordinary share | $ | 1.81 | | | $ | 6.69 | | | $ | (0.81) | |
| Diluted net income (loss) from discontinued operations per ordinary share | — | | | — | | | 0.03 | |
| Diluted net income (loss) per ordinary share | $ | 1.81 | | | $ | 6.69 | | | $ | (0.78) | |
Net income per ordinary share amounts were calculated from exact, unrounded net loss and share information. Prior to January 2019, we had issued shares of restricted stock which were participating securities that did not have a contractual obligation to share in losses; therefore, when we have a net loss, none of the loss is allocated to these participating securities. The restricted stock vested on January 29, 2019. Consequently, for the years ended December 31, 2021, 2020 and 2019, the two-class method did not have an effect on our net loss per ordinary share calculation, and as such, dividends paid during these periods did not impact this calculation.
In computing diluted net income per share under the two-class method, we considered potentially dilutive shares. Anti-dilutive shares not recognized in the diluted net income per share calculation for the years ended December 31, 2021, 2020 and 2019 were as follows: | | | | | | | | | | | | | | | | | |
| Shares |
| 2021 | | 2020 | | 2019 |
| Options | 414,296 | | | 1,201,891 | | | 1,260,902 | |
| Restricted share units | — | | | 1,054,994 | | | 5,557,659 | |
10. Inventories, net
Inventories, net consisted of the following: | | | | | | | | | | | |
| December 31, |
| 2021 | | 2020 |
| Raw materials | $ | 265 | | | $ | 170 | |
| Work-in-process | 117 | | | 103 | |
| Finished goods, net | 461 | | | 668 | |
| Materials and supplies, net | 205 | | | 196 | |
| Inventories, net | $ | 1,048 | | | $ | 1,137 | |
Materials and supplies, net consists of processing chemicals, maintenance supplies, and spare parts, which will be consumed directly and indirectly in the production of our products. During 2020, Tronox mining facilities sold feedstock to third party customers and as such, $110 million of feedstock was classified as "Finished goods, net" at December 31, 2020. During 2021, in line with our overall vertical integration strategy, there were no material feedstock sales to third party customers and as such, at December 31, 2021, $99 million of feedstock has been classified as "Raw materials".
At December 31, 2021 and 2020, inventory obsolescence reserves were $43 million and $41 million, respectively. At December 31, 2021 and December 31, 2020, reserves for lower of cost and net realizable value were $11 million and $29 million, respectively.
11. Property, Plant and Equipment
Property, plant and equipment, net of accumulated depreciation, consisted of the following: | | | | | | | | | | | |
| December 31, |
| 2021 | | 2020 |
| Land and land improvements | $ | 188 | | | $ | 189 | |
| Buildings | 365 | | | 368 | |
| Machinery and equipment | 2,234 | | | 2,197 | |
| Construction-in-progress | 263 | | | 192 | |
| Other | 73 | | | 86 | |
| Total | 3,123 | | | 3,032 | |
| Less: accumulated depreciation | (1,413) | | | (1,273) | |
| Property, plant and equipment, net | $ | 1,710 | | | $ | 1,759 | |
Substantially all the Property, plant and equipment, net is pledged as collateral for our debt. See Note 15.
The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our Consolidated Statements of Operations: | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| Cost of goods sold | $ | 222 | | | $ | 233 | | | $ | 189 | |
| Selling, general and administrative expenses | 5 | | | 5 | | | 5 | |
| Total | $ | 227 | | | $ | 238 | | | $ | 194 | |
12. Mineral Leaseholds, net
Mineral leaseholds, net of accumulated depletion, consisted of the following: | | | | | | | | | | | |
| December 31, |
| 2021 | | 2020 |
| Mineral leaseholds | $ | 1,306 | | | $ | 1,333 | |
| Less accumulated depletion | (559) | | | (530) | |
| Mineral leaseholds, net | $ | 747 | | | $ | 803 | |
Depletion expense related to mineral leaseholds during 2021, 2020, and 2019 was $37 million, $33 million, and $56 million, respectively, and was recorded in “Cost of goods sold” in the Consolidated Statements of Operations.
13. Intangible Assets, net
Intangible Assets, net of accumulated amortization, consisted of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 | | December 31, 2020 |
| Gross Cost | | Accumulated Amortization | | Net Carrying Amount | | Gross Cost | | Accumulated Amortization | | Net Carrying Amount |
| Customer relationships | $ | 291 | | | $ | (211) | | | $ | 80 | | | $ | 291 | | | $ | (193) | | | $ | 98 | |
TiO2 technology | 93 | | | (31) | | | 62 | | | 93 | | | (24) | | | 69 | |
| Internal-use software and other | 120 | | | (45) | | | 75 | | | 73 | | | (39) | | | 34 | |
| Intangible assets, net | $ | 504 | | | $ | (287) | | | $ | 217 | | | $ | 457 | | | $ | (256) | | | $ | 201 | |
As of December 31, 2021 and 2020, internal-use software included approximately $68 million and $19 million, respectively, of capitalized software costs which are not being amortized as the software is not ready for its intended use.
The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our Consolidated Statements of Operations: | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| Cost of goods sold | $ | 2 | | | $ | 2 | | | $ | 2 | |
| Selling, general and administrative expenses | 31 | | | 31 | | | 28 | |
| Total | $ | 33 | | | $ | 33 | | | $ | 30 | |
Estimated future amortization expense related to intangible assets is $34 million for 2022, $34 million for 2023, $33 million for 2024, $33 million for 2025, $15 million for 2026 and $68 million thereafter.
14. Balance Sheet and Cash Flows Supplemental Information
Accrued liabilities consisted of the following: | | | | | | | | | | | |
| December 31, |
| 2021 | | 2020 |
| Employee-related costs and benefits | $ | 155 | | | $ | 133 | |
| Related party payables | 1 | | | 7 | |
| Interest | 20 | | | 21 | |
| Sales rebates | 36 | | | 43 | |
| Restructuring | 1 | | | 2 | |
| Taxes other than income taxes | 18 | | | 16 | |
| Asset retirement obligations | 10 | | | 9 | |
| Interest rate swaps | 25 | | | 57 | |
| Other accrued liabilities | 62 | | | 62 | |
| Accrued liabilities | $ | 328 | | | $ | 350 | |
Additional supplemental cash flow information for the year ended and as of December 31, 2021, 2020 and 2019 is as follows:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| Supplemental non cash information: | 2021 | | 2020 | | 2019 |
| Operating activities - MGT sales made to AMIC | $ | 4 | | | $ | — | | | $ | — | |
| Operating activities - Interest expense on MGT loan | $ | 1 | | | $ | — | | | $ | — | |
| Investing activities - Acquisition of MGT assets | $ | — | | | $ | 36 | | | $ | — | |
| Financing activities - debt assumed in the acquisition of MGT assets | $ | — | | | $ | 36 | | | $ | — | |
| Financing activities - Acquisition of noncontrolling interest | $ | 125 | | | $ | — | | | $ | — | |
| Financing activities - Repayment of MGT loan | $ | 3 | | | $ | — | | | $ | — | |
| | | | | |
| December 31, 2021 | | December 31, 2020 | | December 31, 2019 |
| Capital expenditures acquired but not yet paid | $ | 75 | | | $ | 37 | | | $ | 23 | |
15. Debt
Long-term Debt
Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Original
Principal | | Annual
Interest Rate | | Maturity
Date | | December 31,
2021 | | December 31,
2020 |
Prior Term Loan Facility, net of unamortized discount(1) | $ | 2,150 | | | Variable | | 9/22/2024 | | $ | — | | | $ | 1,607 | |
New Term Loan Facility, net of unamortized discount(1) | 1,300 | | | Variable | | 3/11/2028 | | 897 | | | — | |
| Senior Notes due 2025 | 450 | | | 5.75 | % | | 10/1/2025 | | — | | | 450 | |
| Senior Notes due 2026 | 615 | | | 6.50 | % | | 4/15/2026 | | — | | | 615 | |
| Senior Notes due 2029 | 1,075 | | | 4.63 | % | | 3/15/2029 | | 1,075 | | | — | |
| 6.5% Senior Secured Notes due 2025 | 500 | | | 6.50 | % | | 5/1/2025 | | 500 | | | 500 | |
Prior Standard Bank Term Loan Facility(1) | 222 | | | Variable | | 3/25/2024 | | — | | | 115 | |
New Standard Bank Term Loan Facility(1) | 98 | | | Variable | | 11/11/2026 | | 92 | | | — | |
| Tikon Loan | N/A | | Variable | | 5/23/2021 | | — | | | 17 | |
| Australian Government Loan, net of unamortized discount | N/A | | N/A | | 12/31/2036 | | 1 | | | 1 | |
MGT Loan(2) | 36 | | | Variable | | Refer below | | 33 | | | 36 | |
| Finance leases | | | | | | | 14 | | | 15 | |
| Long-term debt | | | | | | | 2,612 | | | 3,356 | |
| Less: Long-term debt due within one year | | | | | | | (18) | | | (58) | |
| Debt issuance costs | | | | | | | (36) | | | (35) | |
| Long-term debt, net | | | | | | | $ | 2,558 | | | $ | 3,263 | |
(1)The average effective interest rate, including impacts of our interest rate swap, for the New Term Loan Facility was 5.1% for the year ended December 31, 2021. The average effective interest rate, including impacts of our interest rate swap, for the Prior Term Loan Facility was 4.6% for the year ended December 31, 2020. The average effective interest rate on the New Standard Bank Term Loan Facility was 7.3% for the year ended December 31, 2021. The average effective interest rate on the Prior Standard Bank Term Loan Facility was 7.8% for the year ended December 31, 2020.
(2)The MGT loan is a related party debt facility. Average effective interest rate on the MGT loan was 3.1% during the year ended December 31, 2021. Refer below for further details.
At December 31, 2021, the scheduled maturities of our long-term debt were as follows: | | | | | |
| Total Borrowings |
| 2022 | 18 | |
| 2023 | 18 | |
| 2024 | 18 | |
| 2025 | 518 | |
| 2026 | 58 | |
| Thereafter | 1,987 | |
| Total | 2,617 | |
| Remaining accretion associated with the New Term Loan Facility and Australian Government Loan | (5) | |
| Total borrowings | 2,612 | |
Prior Term Loan Facility and New Term Loan Facility
On September 22, 2017, we entered into a new senior secured first lien term loan facility (the “Prior Term Loan Facility”) with the lenders party thereto and Bank of America, N.A., as administrative agent, with a maturity date of September 22, 2024. The Prior Term Loan Facility consisted of (i) a U.S. dollar term facility in an aggregate principal amount of $1.5 billion (the “Term Loans”) with our subsidiary, Tronox Finance LLC (“Tronox Finance”) as the borrower and (ii) a U.S. dollar term facility in an aggregate principal amount of $650 million (the “Blocked Term Loan”) with our unrestricted subsidiary, Tronox Blocked Borrower LLC (the “Blocked Borrower”) as the borrower, which Blocked Term Loan was funded into a blocked account. Upon consummation of the Cristal Transaction on April 10, 2019, the Blocked Borrower merged with and into Tronox Finance, and the Blocked Term Loan became available to Tronox Finance. The Prior Term Loan Facility bore interest at the “Applicable Rate” defined by reference to a grid-pricing matrix that relates to our First Lien Net Leverage Ratio and was issued net of an original issue discount of $11 million.
On February 25, 2019, we entered into an amendment to both our Prior Term Loan Facility and Wells Fargo Revolver (as defined below). The purpose of each amendment was to make certain of our U.K. subsidiaries restricted subsidiaries, update the relevant indebtedness disclosure schedules to include certain inter-company indebtedness that had been in existence prior to the execution of each such facility, and waive an administrative omission under such facility. As a result of this amendment, the Company made two mandatory principal prepayments on the Prior Term Loan Facility as follows: 1) $95 million subsequent to the issuance of the Prior Standard Bank Term Loan Facility in March 2019 and 2) $100 million subsequent to the divestiture of the Cristal North American TiO2 business. The Company accounted for both of these mandatory principal prepayments as debt modifications in accordance with ASC 470. Additionally, in December 2019, the Company made a voluntary prepayment of $100 million on the Prior Term Loan Facility. As a result of the voluntary prepayment, we recorded $1 million in “Loss on extinguishment of debt” within the Consolidated Statement of Operations for the year ended December 31, 2019. No prepayment penalties were required as a result of these principal prepayments. In December 2020, the Company made a voluntary prepayment of $200 million on the Prior Term Loan Facility. As a result of the voluntary prepayment, we recorded $2 million in "Loss on extinguishment of debt" within the Consolidated Statement of Operations for the year ended December 31, 2020. No prepayment penalties were required as a result of this principal prepayment.
On March 11, 2021, Tronox Finance LLC entered into an amendment and restatement of its Prior Term Loan Facility pursuant to which, among other thing, we amended and restated the Prior Term Loan Facility with a new amended and restated first lien credit agreement dated as of September 22, 2017 (as amended through and including March 11, 2021, the "New Term Loan Facility") with a syndicate of lenders and HSBC Bank USA, National Association, as administrative agent and collateral agent. The New Term Loan Facility provides the Company with (a) a new seven-year New Term Loan Facility) in an aggregate principal amount of $1.3 billion and (b) new five-year cash flow revolving facility (the "New Revolving Facility") providing initial revolving commitments of $350 million and a sublimit of $125 million for letters of credit. The maturity date on the New Term Loan Facility and the New Revolving Facility is March 11, 2028 and March 11, 2026, respectively.
The New Term Loan Facility shall bear interest at either the base rate or an adjusted LIBOR rate, in each case plus an applicable margin. The applicable margin in respect of the New Term Loan Facility is either 1.50% or 1.25%, for base rate loans, or 2.50% or 2.25%, for adjusted LIBOR rate loans, in each case determined based on, initially the passage of time, and thereafter upon the Company’s first lien net leverage ratio at the applicable time. Interest is payable on the New Term Loan Facility on the last business of each March, June, September and December. Based on our first lien net leverage ratio, the applicable margin under the New Term Loan Facility as of December 31, 2021 was LIBOR plus a margin of 2.25%. The New Revolving Facility shall bear interest at either the base rate or adjusted LIBOR rate, in each case plus an applicable margin. The applicable margin in respect of the New Revolving Facility is either 1.25%, 1.00% or 0.75% for base rate loans, or 2.25%, 2.00% or 1.75%, for
adjusted LIBOR Rate Loans, in each case determined based on, initially the passage of time, and thereafter upon the Company’s first lien net leverage ratio at the applicable time. The New Credit Facility requires the Borrower to pay customary agency fees.
In connection with entering into the New Term Loan Facility, the Company terminated all remaining commitments and repaid all obligations under its Prior Term Loan Facility and Wells Fargo Revolver (defined below). Additionally, we repaid $313 million of the principal under the Prior Term Loan Facility with cash on hand.
Commencing June 30, 2021, the New Revolving Facility contains a springing financial covenant when a loan amount is drawn exceeding 35% of the New Revolving Facility. In this instance, the first lien net leverage ratio shall not exceed 4.75x at quarter end testing period.
As a result of this transaction in accordance with ASC 470, we recognized approximately $4 million in "Loss on Extinguishment of Debt" recorded in the Consolidated Statement of Operations for the year ended December 31, 2021.
As of December 31, 2021, there is no outstanding revolving credit loans under the New Revolving Facility, excluding $21 million of issued and undrawn letters of credit under the New Revolving Facility. Debt issuance costs associated with the New Revolving Facility of $2 million were included in “Other long-term assets” in the Consolidated Balance Sheets at December 31, 2021 and are being amortized over the life of the New Revolving Facility.
Additionally, during the year ended December 31, 2021, the Company made several voluntary prepayments totaling
$398 million on the New Term Loan Facility. As a result, we recognized approximately $9 million in "Loss on Extinguishment of Debt" recorded in the Consolidated Statement of Operations for the year ended December 31, 2021.
Senior Notes due 2025
On September 22, 2017, Tronox Finance plc, issued 5.75% senior notes due 2025 for an aggregate principal amount of $450 million (the “Senior Notes due 2025”), which notes were issued under an indenture dated September 22, 2017 (the “2025 Indenture”). The 2025 Indenture and the Senior Notes due 2025 provided among other things, that the Senior Notes due 2025 were senior unsecured obligations of Tronox Finance plc and were guaranteed on a senior and unsecured basis by us and certain of our other subsidiaries. The Senior Notes due 2025 were not registered under the Securities Act, and were not offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. Interest was payable on April 1 and October 1 of each year beginning on April 1, 2018 until their maturity date of October 1, 2025. The terms of the 2025 Indenture, among other things, limited, in certain circumstances, the ability of us and certain of our subsidiaries to: incur secured indebtedness, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of our assets. The terms of the 2025 Indenture also included certain limitations on our non-guarantor subsidiaries incurring indebtedness. During the year ended December 31, 2021, we paid the outstanding balance of $450 million on the Senior Notes due 2025 as a result of the issuance of the Senior Notes due 2029 as defined and discussed below.
Senior Notes due 2026
On April 6, 2018, Tronox Incorporated issued 6.5% Senior Notes due 2026 for an aggregate principal amount of $615 million (“Senior Notes due 2026”). The 2026 Indenture and the Senior Notes due 2026 provided, among other things, that the Senior Notes due 2026 were senior unsecured obligations of Tronox Incorporated and were guaranteed on a senior and unsecured basis by us and certain of our other subsidiaries. The Senior Notes due 2026 were not registered under the Securities Act and were not offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. Interest was payable on April 15 and October 15 of each year beginning on October 15, 2018 until their maturity date of April 15, 2026. The terms of the 2026 Indenture, among other things, limited, in certain circumstances, our and certain of our subsidiaries ability to: incur secured indebtedness; engage in certain sale-leaseback transactions; and merge, consolidate or sell substantially all of our assets. The terms of the 2026 Indenture also included certain limitations on our non-guarantor subsidiaries incurring indebtedness. The proceeds of the offering were used to fund the redemption of our Senior Notes due 2022. During the year ended December 31, 2021, we paid the outstanding balance of $615 million on the Senior Notes due 2026 as a result of the issuance of the Senior Notes due 2029 as defined and discussed below.
Senior Notes due 2029
On March 15, 2021, Tronox Incorporated closed an offering of $1,075 million aggregate principal amount of its 4.625% senior notes due 2029 (the "Senior Notes due 2029"). The notes were offered at par and issued under an indenture dated as of March 15, 2021 among the Company and certain of the Company's restricted subsidiaries as guarantors and Wilmington Trust, National Association. The Senior Notes due 2029 provide, among other thing, that the Senior Notes due 2029 are guaranteed by the Company and certain of the Company's restricted subsidiaries, subject to certain exceptions. The Senior Notes due 2029 and related guarantees are the senior obligations of the Company and the guarantors. The Senior Notes due 2029 have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration requirements. The terms of the indenture, among other things, limit, in certain circumstances, the ability of the
Company and its restricted subsidiaries to: incur secured indebtedness, incur indebtedness at a non-guarantor subsidiary, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of their assets. Interest is payable on the Senior Notes due 2029 on March 15 and September 15 of each year beginning on September 15, 2021 until their maturity date of March 15, 2029.
During the year ended December 31, 2021, the Company repaid the outstanding principal balance of $615 million and $450 million on its Senior Notes due 2026 and its Senior Notes due 2025, respectively. As a result of this transaction, we recorded $52 million of debt extinguishment costs, including call premiums of $21 million and $19 million on the Senior Notes due 2026 and Senior Notes due 2025, respectively, in "Loss on Extinguishment of Debt" on the Consolidated Statement of Operations for the year ended December 31, 2021.
6.5% Senior Secured Notes due 2025
On May 1, 2020, Tronox Incorporated, a wholly-owned indirect subsidiary of the Company, issued 6.5% senior secured notes due 2025 for an aggregate principal amount of $500 million (the "6.5% Senior Secured Notes due 2025"), which were issued under an indenture dated May 1, 2020. A portion of the proceeds of this debt offering was utilized to repay the $200 million of the Company's outstanding borrowings under its Wells Fargo, Standard Bank, and Emirates revolvers which was originally borrowed during the first quarter of 2020 (as discussed below).
Prior Standard Bank Term Loan Facility
On March 25, 2019, our South African subsidiaries, Tronox KZN Sands Proprietary Limited and Tronox Mineral Sands Proprietary Limited, entered into the Prior Standard Bank Term Loan Facility with a maturity date of March 25, 2024. The Term Loan Facility consisted of (i) an aggregate principal amount of R2.6 billion (“Amortizing Loan”, approximately $163 million at December 31, 2021 exchange rate) the principal of which was to be paid back at 5 percent per quarter over the five year term of the loan, and (ii) an aggregate principal amount of R600 million (“Bullet Loan”) the principal of which was to be paid back at the maturity date of the Prior Standard Bank Term Loan Facility. During the third quarter of 2019, we repaid the outstanding balance on the Bullet Loan.
The Amortizing Loan bore interest at JIBAR plus 260 basis points when net leverage of the South African subsidiaries was less than 1.5 and JIBAR plus 285 points when net leverage was greater than 1.5.
During the year ended December 31, 2021, we made several voluntary prepayments totaling R1,040 million (approximately $69 million) on the Prior Standard Bank Term Loan Facility. No prepayment penalties were required as a result of this principal prepayment. Additionally, during the year ended December 31, 2021, we repaid the remaining outstanding balance of R390 million (approximately $26 million) of the Prior Standard Bank Term Loan Facility and entered into an amendment and restatement with Standard Bank as is discussed below.
New Standard Bank Term Loan Facility and Revolving Credit Facility
On October 1, 2021, Tronox Minerals Sands Proprietary Limited, a wholly-owned subsidiary of the Company, entered into an amendment and restatement of a new credit facility with Standard Bank. The new credit facility provides the Company with (a) a new five-year term loan facility in an aggregate principal amount of R1.5 billion (approximately $98 million) (the "New Standard Bank Term Loan Facility") and (b) a new three-year revolving credit facility (the "New Standard Bank Revolving Credit Facility") providing initial revolving commitments of R1.0 billion (approximately $63 million at December 31, 2021 exchange rate). The maturity date on the New Standard Bank Term Loan Facility and the New Standard Bank Revolving Credit Facility is November 11, 2026 and October 1, 2024, respectively. The New Standard Bank Term Loan Facility has a delayed draw feature up to thirty business days from the effective date of the executed credit agreement. Mandatory capital repayments of R37.5 million (approximately $2 million at December 31, 2021 exchange rate) are scheduled quarterly with the first mandatory repayment starting in December 2021.
Both the New Standard Bank Term Loan Facility and the New Standard Bank Revolving Credit Facility shall bear interest at an adjusted JIBAR rate plus an applicable margin. The applicable margin on the New Standard Bank Term Loan Facility is 2.35%. The applicable margin on the New Standard Bank Revolving Credit Facility is based upon average credit utilization during any interest period. If the revolving credit facility utilization is less than 33%, less than 66% but greater than 33%, or greater than 66%, the applicable margin is 2.10%, 2.25%, and 2.40%, respectively. The New Standard Bank Revolving Credit Facility requires the borrower to pay customary agency fees. Interest is payable on the New Standard Bank Term Loan Facility on each of March 31, June 30, September 30 and December 31, and the final maturity date pursuant to the agreement. Interest is payable on the New Standard Bank Revolving Credit Facility on the last day of the applicable interest period pursuant to the agreement.
Pursuant to the credit agreement, on November 11, 2021, the Company drew down the total outstanding principal balance of R1.5 billion (approximately $98 million) on the New Standard Bank Term Loan Facility.
Tikon Loan
As part of the Cristal Transaction, we acquired a working capital debt agreement in China (“Tikon Loan”) that matured in April and May of 2021. The Tikon Loan bore interest based on an official lending basis rate per annum as announced and published by the People’s Bank of China plus a 7% premium. During the year ended December 31, 2021, we repaid the remaining outstanding principal balance of CNY 111 million (approximately $17 million). No prepayment penalties were required as a result of these principal prepayments.
Australian Government Loan
As part of the Cristal Transaction, we acquired an interest-free loan with the Australian government (“Australian Government Loan”) that matures in December 2022 subject to renewal every 5 years with final termination in December 2036. The loan balance due upon maturity is AUD 6 million (approximately $5 million at December 31, 2021). At December 31, 2021, the discounted value on the Australian Government Loan was approximately AUD 2 million (approximately $1 million at December 31, 2021 exchange rate).
MGT Loan
On December 17, 2020, we completed our agreement with Cristal to acquire certain assets co-located at our Yanbu facility which produce metal grade TiCl4 (“MGT”) in exchange for a $36 million note payable. Repayment of the note payable is based on a fixed U.S. dollar per metric ton quantity of MGT delivered by us to Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement with ATTM and will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately five to seven years, subject to actual future MGT production levels. The interest rate is based on the Saudi Arabian Interbank Offered Rate (“SAIBOR”) plus a premium. As of December 31, 2021, the outstanding balance of the note payable was $33 million, of which $7 million is expected to be paid within the next twelve months (recorded within "Long-term debt due within one year" on our Consolidated Balance Sheet). Refer to Note 24 for further information on the MGT transaction.
Short-term Debt
Wells Fargo Revolver
On September 22, 2017, we entered into a new global senior secured asset-based syndicated revolving credit facility with Wells Fargo Bank, N.A. (the “Wells Fargo Revolver”). The Wells Fargo Revolver which initially provided us with up to $550 million of revolving credit lines, with an $85 million sublimit for letters of credit, and had a maturity date of September 22, 2022. Our availability of revolving credit loans and letters of credit was subject to a borrowing base. Borrowings bore interest at our option, at either an adjusted London Interbank Offered Rate (“LIBOR”) plus an applicable margin that ranges from 1.25% to 1.75%, or a base rate, which was defined to mean the greatest of (a) the administrative agent’s prime rate, (b) the Federal funds effective rate plus 0.50% and (c) the adjusted LIBOR for a one month period plus 1.00% plus a margin that ranges from 0.25% to 0.75%, in each case, based on the average daily borrowing availability.
On March 22, 2019, we entered into a consent and amendment to the Wells Fargo Revolver and an amendment to our Term Loan Facility. The purpose of each amendment was to, among other things, (i) permit the refinancing of certain existing indebtedness incurred by our South African subsidiaries, Tronox KZN Sands Proprietary Limited and Tronox Mineral Sands Proprietary Limited, and the proposed uses of proceeds thereof, and (ii) implement required provisions in both the Wells Fargo Revolver and Term Loan Facility necessary in connection with the establishment of Tronox Holdings plc.
The Wells Fargo Revolver amendment also modified certain components of the borrowing base in order to increase the potential availability of credit. We also voluntarily reduced the revolving credit lines under the Wells Fargo Revolver from $550 million to $350 million. As a result of this modification, during the year ended December 31, 2019, we recorded a charge of $2 million in “Loss on extinguishment of debt” within the Consolidated Statement of Operations.
As discussed above, the Wells Fargo Revolver was terminated during the year ended December 31, 2021 as a result of the New Revolving Facility.
ABSA Revolving Credit Facility
In connection with the Standard Bank Revolver (defined below) entered into on March 25, 2019, discussed below, the ABSA Revolver was terminated on March 26, 2019. As a result of the termination, during the year ended December 31, 2019, we recorded less than $1 million in “Loss on extinguishment of debt” within the Consolidated Statement of Operations.
Standard Bank Credit Facility
On March 25, 2019, our South African subsidiaries, Tronox KZN Sands Proprietary Limited and Tronox Mineral Sands Proprietary Limited, entered into the Standard Bank Credit Facility ("Standard Bank Revolver") for an amount up to R1 billion (approximately $63 million at December 31, 2021 exchange rate) maturing on March 25, 2022. The Standard Bank Credit Facility bore interest at the Johannesburg Interbank Average Rate (“JIBAR”) plus 260 basis points when net leverage for our South African subsidiaries (total combined debt outstanding under the Standard Bank Revolver and Standard Bank Term less cash and cash equivalents divided by the consolidated EBITDA) was less than 1.5 and JIBAR plus 285 basis points when net leverage was greater than 1.5. As discussed above, during the year ended December 31, 2021, the Standard Bank Credit Facility was amended and restated with the New Standard Bank Revolving Credit Facility.
Emirates Revolver
As part of the Cristal transaction, we acquired a revolving credit facility with Emirates NBD PJSC. In March 2021, the Company entered into an amendment to extend the maturity date of the Emirates Revolver from March 31, 2021 to March 31, 2022. Under the Emirates Revolver, we have the ability to borrow up to approximately $60 million. The revolver is secured by inventory and trade receivables of Tronox Pigment UK Ltd. Under the terms of the revolver, for U.S. dollar borrowings the interest rate is LIBOR plus 2.25% while the interest rate for Euro borrowings is Euribor plus 2.25%. There were no borrowings outstanding under this revolver at December 31, 2021.
SABB Credit Facility
On October 16, 2019, our KSA subsidiary entered into a short-term working capital facility with the Saudi British Bank (“SABB Facility”) for an amount up to SAR 70 million (approximately $19 million). The SABB Facility bears interest at the Saudi Inter Bank Offered Rate plus 180 basis points on outstanding balances. During October 2019, the Company borrowed SAR 50 million (or approximately $13 million) under the SABB Facility and subsequently repaid the outstanding balance in December 2019. Additionally, in March 2020, the Company borrowed SAR 50 million (or approximately $13 million) under the SABB Facility and subsequently repaid the outstanding balances. There is no borrowing outstanding under this facility at December 31, 2021. In December 2021, the Company extended the maturity date of the SABB Credit Facility from November 30, 2021 to November 30, 2022.
Debt Covenants
At December 31, 2021, we are in compliance with all financial covenants in our debt facilities.
Interest and Debt Expense, Net
Interest and debt expense, net in the Consolidated Statements of Operations consisted of the following: | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| Interest on debt | $ | 148 | | | $ | 174 | | | $ | 186 | |
| Amortization of deferred debt issuance costs and discounts on debt | 11 | | | 10 | | | 8 | |
| Capitalized interest | (7) | | | (2) | | | (1) | |
| Interest on capital leases and letters of credit and commitments | 5 | | | 7 | | | 8 | |
| Total interest and debt expense, net | $ | 157 | | | $ | 189 | | | $ | 201 | |
In connection with obtaining debt, we incurred debt issuance costs, which are being amortized through the respective maturity dates using the effective interest method for our long-term debt and on a straight-line basis for our New Revolving Facility. At December 31, 2021 and December 31, 2020, we had deferred debt issuance costs of $2 million and $2 million, respectively, related to the New Revolving Facility and Wells Fargo Revolver, respectively, which is recorded in “Other long-term assets” in the Consolidated Balance Sheets. At December 31, 2021 and December 31, 2020, we had debt discount of $5 million and $9 million, respectively, and debt issuance costs of $36 million and $35 million, respectively, primarily related to our term loan and senior notes, which were recorded as a direct reduction of the carrying value of the long-term debt in the Consolidated Balance Sheets.
16. Derivative Financial Instruments
Derivatives recorded on the Consolidated Balance Sheet:
The following table is a summary of the fair value of derivatives outstanding at December 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value |
| December 31, 2021 | | December 31, 2020 |
| Assets(a) | | Accrued Liabilities | | Assets(a) | | Accrued Liabilities |
| Derivatives Designated as Cash Flow Hedges |
| Currency Contracts | $ | 3 | | | $ | 1 | | | $ | 58 | | | $ | — | |
| Interest Rate Swaps | $ | — | | | $ | 25 | | | $ | — | | | $ | 57 | |
| Natural Gas Hedges | $ | 1 | | | $ | — | | | $ | — | | | $ | — | |
| Total Hedges | $ | 4 | | | $ | 26 | | | $ | 58 | | | $ | 57 | |
| Derivatives Not Designated as Cash Flow Hedges |
| Currency Contracts | $ | — | | | $ | — | | | $ | 7 | | | $ | — | |
| Total Derivatives | $ | 4 | | | $ | 26 | | | $ | 65 | | | $ | 57 | |
(a) At December 31, 2021 and 2020, current assets of $4 million and $65 million, respectively, are recorded in prepaid and other current assets on the Consolidated Balance Sheet.
Derivatives' Impact on the Consolidated Statement of Operations
The following table summarizes the impact of the Company's derivatives on the Consolidated Statement of Operations:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Amount of Pre-Tax Gain (Loss) Recognized in Earnings |
| Revenue | | Cost of Goods Sold | | Other Income, net | | Revenue | | Cost of Goods Sold | | Other Income, net | | Revenue | | Cost of Goods Sold | | Other Income, net |
| Year Ended December 31, 2021 | | Year Ended December 31, 2020 | | Year Ended December 31, 2019 |
| Derivatives Not Designated as Hedging Instruments | | | | | | |
| Currency Contracts | $ | — | | | $ | — | | | $ | 1 | | | $ | — | | | $ | — | | | $ | 4 | | | $ | — | | | $ | — | | | $ | 7 | |
| Derivatives Designated as Hedging Instruments | | | | | | |
| Currency Contracts | $ | (3) | | | $ | 35 | | | $ | — | | | $ | (7) | | | $ | 3 | | | $ | — | | | $ | 5 | | | $ | 3 | | | $ | — | |
| Natural Gas | $ | — | | | $ | 3 | | | $ | — | | | $ | — | | | $ | (1) | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Total Derivatives | $ | (3) | | | $ | 38 | | | $ | 1 | | | $ | (7) | | | $ | 2 | | | $ | 4 | | | $ | 5 | | | $ | 3 | | | $ | 7 | |
Interest Rate Risk
During the second quarter of 2019, we entered into interest-rate swap agreements with an aggregate notional value of $750 million representing a portion of our Term Loan Facility, which effectively converts the variable rate to a fixed rate for that portion of the loan. The agreements expire in September 2024. The Company's objectives in using the interest-rate swap agreements are to add stability to interest expense and to manage its exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. There was no impact associated with the New Term Loan Facility as the hedge remained highly effective.
Fair value gains or losses on these cash flow hedges are recorded in other comprehensive (loss) income and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings. For the year ended
December 31, 2021, 2020 and 2019, the amounts recorded in interest expense related to the interest-rate swap agreements were $16 million, $10 million and less than $1 million, respectively. At December 31, 2021 and December 31, 2020, the net unrealized loss was $25 million and $57 million, respectively, and was recorded in "Accumulated other comprehensive loss" on the Consolidated Balance Sheet.
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. 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 December 31, 2021, we had notional amounts of 443 million Australian dollars (approximately $322 million at December 31, 2021 exchange rate) that expire between January 25, 2022 and December 23, 2022 to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates. At December 31, 2021, we had notional amounts of 4.7 billion South African Rand (approximately $298 million at December 31, 2021 exchange rate) that expire between January 26, 2022 and December 28, 2022 to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates. At December 31, 2021 and December 31, 2020, there was an unrealized net gain of $15 million and an unrealized net gain of $58 million, respectively, recorded in "Accumulated other comprehensive loss" on the Consolidated Balance Sheet, which is expected to be recognized in earnings over the next twelve months.
From time to time, we enter into foreign currency contracts to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other income, net” within the 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 December 31, 2021, there was (i) 510 million South African Rand (or approximately $32 million at December 31, 2021 exchange rate) and (ii) 172 million Australian dollars (or approximately $125 million at December 31, 2021 exchange rate) of notional amount of outstanding foreign currency contracts.
17. Fair Value Measurement
For financial instruments that are subsequently measured at fair value, the fair value measurement is grouped into levels. See Note 2.
Our debt is recorded at historical amounts. The following table presents the fair value of our debt and derivative contracts at both December 31, 2021 and December 31, 2020: | | | | | | | | | | | |
| December 31,
2021 | | December 31,
2020 |
| Prior Term Loan Facility | $ | — | | | $ | 1,610 | |
| New Term Loan Facility | 895 | | | — | |
| Prior Standard Bank Term Loan Facility | — | | | 115 | |
| New Standard Bank Term Loan Facility | 92 | | | — | |
| Senior Notes due 2025 | — | | | 468 | |
| Senior Notes due 2026 | — | | | 641 | |
| Senior Notes due 2029 | 1,071 | | | — | |
| 6.5% Senior Secured Notes due 2025 | 526 | | | 536 | |
| Tikon Loan | — | | | 17 | |
| Australian Government Loan | 1 | | | 1 | |
| MGT Loan | 33 | | | 36 | |
| Interest rate swaps | 25 | | | 57 | |
| Foreign currency contracts, net | 2 | | | 65 | |
We determined the fair value of the Prior Term Loan Facility, the New Term Loan Facility, the Senior Notes due 2025, the Senior Notes due 2026, the Senior Notes due 2029 and the 6.5% Senior Secured Notes due 2025 using quoted market prices, which under the fair value hierarchy is a Level 1 input. We determined the fair value of the Prior Standard Bank Term Loan
Facility, the New Standard Bank Term Loan Facility and Tikon Loan utilizing transactions in the listed markets for similar liabilities, which under the fair value hierarchy is a Level 2 input. The fair value of the Australian Government Loan and MGT Loan is based on the contracted amount which is a Level 2 input.
We determined the fair value of the foreign currency contracts and interest rate swaps using inputs other than quoted prices in active markets that are observable either directly or indirectly. The fair value hierarchy for the foreign currency contracts and interest rate swaps is a Level 2 input.
The carrying value of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items.
18. Leases
Lease expense for the year ended December 31, 2021, 2020 and 2019 was comprised of the following:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| Operating lease expense | | $ | 47 | | | $ | 48 | | | $ | 41 | |
| | | | | | |
| Finance lease expense: | | | | | | |
| Amortization of right-of-use assets | | 1 | | | 1 | | | $ | 1 | |
| Interest on lease liabilities | | 2 | | | 2 | | | $ | 2 | |
| | | | | | |
| Short term lease expense | | 30 | | | 26 | | | $ | 22 | |
| Variable lease expense | | 23 | | | 22 | | | $ | 20 | |
| Total lease expense | | $ | 103 | | | $ | 99 | | | $ | 86 | |
The table below summarizes lease expense for the year ended December 31, 2021, 2020 and 2019 recorded in the specific line items in our Consolidated Statements of Operations:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| Cost of goods sold | | $ | 98 | | | $ | 91 | | | $ | 80 | |
| Selling, general and administrative expenses | | 5 | | | 8 | | | 6 | |
| Total | | $ | 103 | | | $ | 99 | | | $ | 86 | |
The weighted-average remaining lease term in years and weighted-average discount rates at December 31, 2021 and 2020 were as follows:
| | | | | | | | | | | | | | |
| | December 31, 2021 | | December 31, 2020 |
| Weighted-average remaining lease term: | | | | |
| Operating leases | | 8.7 | | 3.3 |
| Finance leases | | 8.8 | | 9.6 |
| | | | |
| Weighted-average discount rate: | | | | |
| Operating leases | | 7.4 | % | | 7.7 | % |
| Finance leases | | 14.1 | % | | 14.2 | % |
The maturity analysis for operating leases and finance leases at December 31, 2021 were as follows:
| | | | | | | | | | | | | | |
| | Operating Leases | | Finance Leases |
| 2022 | | 30 | | | 3 | |
| 2023 | | 15 | | | 3 | |
| 2024 | | 12 | | | 3 | |
| 2025 | | 8 | | | 3 | |
| 2026 | | 6 | | | 3 | |
| Thereafter | | 44 | | | 11 | |
| Total lease payments | | 115 | | | 26 | |
| Less: imputed interest | | (34) | | | (12) | |
| Present value of lease payments | | $ | 81 | | | $ | 14 | |
Additional information relating to cash flows and ROU assets for the year ended December 31, 2021, 2020 and 2019 is as follows:
| | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 | | December 31, 2020 | | December 31, 2019 |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | | |
| Operating cash flows used for operating leases | | $ | 51 | | | $ | 55 | | | $ | 41 | |
| Operating cash flows used for finance leases | | $ | 2 | | | $ | 2 | | | $ | 2 | |
| Financing cash flows used for finance leases | | $ | 1 | | | $ | 1 | | | $ | 1 | |
Additional information relating to ROU assets for the year ended December 31, 2021 and 2020 is as follows:
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 |
| ROU assets obtained in exchange for lease obligations: | | | | |
| Operating leases obtained in the normal course of business | | $ | 49 | | | $ | 29 | |
| Finance leases obtained in the normal course of business | | $ | 2 | | | $ | — | |
As of December 31, 2021, we have additional operating and finance leases, primarily for equipment and machinery, that have not yet commenced. The related ROU assets of the operating and finance leases are approximately $63 million and $40 million, respectively. These leases will commence later in 2022 with lease terms of between approximately 10 and 15 years.
19. Asset Retirement Obligations
Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activity related to asset retirement obligations was as follows: | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 |
| Balance, January 1 | $ | 166 | | | $ | 158 | |
| Additions | 5 | | | 1 | |
| Accretion expense | 12 | | | 12 | |
| Remeasurement/translation | (9) | | | 7 | |
| Changes in estimates, including cost and timing of cash flows | (15) | | | (1) | |
| Settlements/payments | (10) | | | (15) | |
| Other acquisition and divestiture related | — | | | 4 | |
| Balance, December 31 | $ | 149 | | | $ | 166 | |
| | | | | | | | | | | |
| December 31, |
| 2021 | | 2020 |
| Asset retirement obligations were classified as follows: | | | |
| Current portion included in “Accrued liabilities” | $ | 10 | | | $ | 9 | |
| Noncurrent portion included in “Asset retirement obligations” | 139 | | | 157 | |
| Asset retirement obligations | $ | 149 | | | $ | 166 | |
We used the following assumptions in determining asset retirement obligations at December 31, 2021: inflation rates between 1.5% - 4.4% per year; credit adjusted risk-free interest rates between 3.9% -16.9%; the life of mines between 3-25 years and the useful life of assets between 1-32 years.
Environmental Rehabilitation Trust
In accordance with applicable regulations, we have established an environmental rehabilitation trust for the prospecting and mining operations in South Africa, which receives, holds, and invests funds for the rehabilitation or management of asset retirement obligations. The trustees of the fund are appointed by us and consist of sufficiently qualified employees capable of fulfilling their fiduciary duties. At December 31, 2021 and 2020, the environmental rehabilitation trust assets were $12 million and $12 million, respectively, which were recorded in “Other long-term assets” in the Consolidated Balance Sheets.
20. Commitments and Contingencies
Purchase and Capital Commitments—At December 31, 2021, purchase commitments were $231 million for 2022, $87 million for 2023, $122 million for 2024, $52 million for 2025, $105 million for 2026, and $58 million thereafter.
Letters of Credit—At December 31, 2021, we had outstanding letters of credit and bank guarantees of $53 million, of which $21 million were letters of credit and $32 million were bank guarantees. Amounts for performance bonds were not material.
Environmental Matters— It is our policy to record appropriate liabilities for environmental matters when remedial efforts are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flows. The timing of cash expenditures depends principally on the timing of remedial investigations and feasibility studies, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. Included in these environmental matters are the following:
Hawkins Point Plant. Residual waste mud, known as Batch Attack Mud, and a spent sulfuric waste stream were deposited in an onsite repository (the “Batch Attack Lagoon”) at a former 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 TiO2 business of Cristal in April 2019. In 1984, a predecessor of Cristal and the Maryland Department of the Environment (“MDE”) entered into a consent decree (the “Consent Decree”) to address the Batch Attack Lagoon. The Consent Decree required that Cristal close the Batch Attack Lagoon when the Hawkins Point Plant ceased operations. In addition, we are investigating whether hazardous substances are migrating from the Batch Attack Lagoon. As of December 31, 2021, a provision of $59 million is included in "Environmental liabilities" in our Consolidated Balance Sheet for the Hawkins Point Plant consistent with the accounting policy described above. We are in discussions with the MDE regarding a new consent decree to address both the Batch Attack Lagoon as well as other environmental contamination issues associated with the Hawkins Point Plant.
Other Matters— We are subject to a number of other lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, prior acquisitions and divestitures, including our acquisition of Cristal, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Included in these other matters is the following:
Venator Materials plc v. Tronox Limited. In May 2019, Venator Materials plc (“Venator”) filed an action in the Superior Court of the State of Delaware alleging among other things that we owed Venator a $75 million “Break Fee” pursuant to the terms of a preliminary agreement dated July 14, 2018 (the “Exclusivity Agreement”). The Exclusivity Agreement required, among other things, Tronox and Venator to use their respective best efforts to negotiate a definitive agreement to sell the entirety of the National Titanium Dioxide Company Limited’s (“Cristal’s”) North American operations to Venator if a divestiture of all or a substantial part of these operations were required to secure the approval of the Federal Trade Commission for us to complete our acquisition of Cristal’s TiO2 business. In June 2019, we denied Venator's claims and counterclaimed against Venator seeking to recover $400 million in damages from Venator that we suffered as a result of Venator’s breaches of the Exclusivity Agreement. Specifically, we alleged, among other things, that Venator’s failure to use best efforts constituted a material breach of the Exclusivity Agreement and directly resulted in and caused us to sell Cristal’s North American operations to an alternative buyer for $701 million, $400 million less than the price Venator had agreed to in the Exclusivity Agreement. Though we believe that our interpretation of the Exclusivity Agreement is correct, there can be no assurance that we will prevail in litigation.
Western Australia Stamp Duty Matter. In May 2018, we lodged a pre-transaction determination request for a stamp duty exemption with the Western Australia Office of State Revenue (the “WA OSR”) in connection with our re-domicile transaction (the “Re-Domicile Transaction”) which was subsequently granted by the WA OSR in June 2018 on a preliminary basis. Immediately following the consummation of the Re-Domicile Transaction, we filed a confirmation request for the stamp duty exemption with the WA OSR. Following this confirmation request, we exchanged numerous communications with the WA OSR addressing questions raised and stating our position. In July 2021, the WA OSR informed us that they have reviewed their technical position on the applicability of the stamp duty exemption and have determined that such an exemption is disallowed based upon minor technicalities regarding the application of the governing set of rules. While the Company believe the rules were appropriately applied and will be successful in utilizing the exemption allowed, if an unfavorable ruling ultimately prevails it could result in a material charge to the financial statements. The Company is currently assessing its options with respect to this matter.
21. Accumulated Other Comprehensive Income (Loss) Attributable to Tronox Holdings plc and Other Equity Items
The tables below present changes in accumulated other comprehensive income (loss) by component for 2021, 2020 and 2019. | | | | | | | | | | | | | | | | | | | | | | | |
| Cumulative Translation Adjustment | | Pension Liability Adjustment | | Unrealized Gains (losses) on Derivatives | | Total |
| Balance, January 1, 2019 | $ | (445) | | | $ | (95) | | | $ | — | | | $ | (540) | |
| Other comprehensive income (loss) | 3 | | | (11) | | | 8 | | | — | |
| Acquisition of noncontrolling interest | (61) | | | — | | | — | | | (61) | |
| Amounts reclassified from accumulated other comprehensive income (loss) | — | | | 2 | | | (7) | | | (5) | |
| Balance, December 31, 2019 | (503) | | | (104) | | | 1 | | | (606) | |
| Other comprehensive income (loss) | 12 | | | (20) | | | (4) | | | (12) | |
| Amounts reclassified from accumulated other comprehensive income (loss) | — | | | 4 | | | 4 | | | 8 | |
| Balance, December 31, 2020 | $ | (491) | | | $ | (120) | | | $ | 1 | | | $ | (610) | |
| Other comprehensive income (loss) | (103) | | | 16 | | | 21 | | | (66) | |
| Acquisition of noncontrolling interest | (34) | | | — | | | — | | | (34) | |
| Amounts reclassified from accumulated other comprehensive income (loss) | — | | | 4 | | | (32) | | | (28) | |
| Balance, December 31, 2021 | $ | (628) | | | $ | (100) | | | $ | (10) | | | $ | (738) | |
Repurchase of Common Stock
In addition to the repurchase of 14 million shares from Exxaro in 2019, on June 3, 2019, the Company’s Board of Directors authorized the repurchase of up to $100 million of the Company’s stock. During the year ended December 31, 2019, we purchased 7,453,391 shares under the authorization at an average price of $11.59 per share and at a cost of approximately
$87 million, including sales commissions and fees. We did not complete the full program given certain Section 382 restrictions related to our NOLs. Upon repurchase of the shares by the Company, the shares were cancelled.
On November 9, 2021, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 2024. As of December 31, 2021, there were no repurchases as part of this program.
22. Share-based Compensation
Share-based compensation expense consisted of the following: | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| Total share-based compensation expense (continuing operations) from restricted shares and restricted share units | $ | 31 | | | $ | 30 | | | $ | 32 | |
The stock compensation expense for the year ended December 31, 2021 is inclusive of a a $3 million true up of expense due to the 2020 and 2021 performance grants as well as the acceleration of $2 million of stock compensation expense associated with the retirement agreement entered into with the former CEO on March 18, 2021. The stock compensation expense for the year ended December 31, 2020 is inclusive of a $4 million credit for the reversal of expense due to the 2018 performance grants.
Tronox Holdings plc Amended and Restated Management Equity Incentive Plan
On March 27, 2019, in connection with the Re-domicile Transaction, Tronox Holdings plc assumed the management equity incentive plan previously adopted by Tronox Limited, which plan was renamed the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan. The amendments to the plan were made to provide, among other things, for the appropriate substitution of Tronox Holdings in place of Tronox Limited and to ensure the compliance with the laws of England and Wales law in place of Australian law. The MEIP permits the grant of awards that are comprised of incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards, and other share-based awards, cash payments, and other forms as the compensation committee of the Board of Directors (the “Board”) in its discretion deems appropriate, including any combination of the above. The maximum number of shares which were initially subjected to awards (inclusive of incentive options) was 20,781,225 ordinary shares and was increased by 8,000,000 on the affirmative vote of our shareholders on June 24, 2020.
Restricted Share Units (“RSUs”)
On an annual basis, the Company grants RSUs which have time and/or performance conditions. Both the time-based awards and the performance-based awards are classified as equity awards.
2021 Grants - The Company granted both time-based and performance-based awards to certain members of management and to members of the Board. A total of 659,609 of time-based awards were granted to management which will vest ratably over a three-year period ending March 5, 2024. A total of 56,304 of time-based awards were granted to members of the Board of which will vest in May 2022. A total of 623,112 of performance-based awards were granted, of which 311,556 of the awards vest based on a relative Total Shareholder Return ("TSR") calculation and 311,556 of the awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2024 based on the achievement against the target average company performance of three separate performance periods, commencing on January 1 of each 2021, 2022, and 2023 and ending on December 31 of each 2021, 2022 and 2023, for which, for each performance period, the performance metric is an average annual return on invested capital (ROIC) improvement versus 2020 ROIC. Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the Company's three-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market condition for which we used a Monte Carlo simulation to determine the weighted average grant date fair value of $29.07.
Similar TSR awards were granted during 2020 and 2019 with grant date fair values of $10.00 and $12.65, respectively, which were calculated utilizing a Monte Carlo simulation. The following weighted-average assumptions were utilized to value the grants in 2021, 2020 and 2019:
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Dividend yield | 1.56 | % | | 2.13 | % | | N/A |
| Expected historical volatility | 71.10 | % | | 58.30 | % | | 67.20 | % |
| Risk free interest rate | 0.17 | % | | 1.42 | % | | 2.50 | % |
| Expected life (in years) | 3 | | 3 | | 3 |
The following table presents a summary of activity for RSUs for 2021: | | | | | | | | | | | |
| Number of Shares | | Weighted Average Grant Date Fair Value |
| Outstanding, January 1, 2021 | 7,303,905 | | | $ | 12.39 | |
| Granted | 1,339,025 | | | 20.91 | |
| Vested | (2,845,305) | | | 14.49 | |
| Forfeited | (682,680) | | | 15.16 | |
| Outstanding, December 31, 2021 | 5,114,945 | | | $ | 13.12 | |
| Expected to vest, December 31, 2021 | 7,049,472 | | | $ | 13.58 | |
At December 31, 2021, there was $30 million of unrecognized compensation expense related to nonvested RSUs, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of 1.8 years. The weighted-average grant-date fair value of RSUs granted during 2021, 2020 and 2019 was $20.91 per unit, $8.89 per unit, and $10.81 per unit, respectively. The total fair value of RSUs that vested during 2021, 2020 and 2019 was $41 million, $30 million and $20 million, respectively.
Options
We did not issue any options during 2021 and 2020 and all our options outstanding are fully vested at December 31, 2021. The following table presents a summary of option activity for 2021: | | | | | | | | | | | | | | | | | | | | | | | |
| Number of Options | | Weighted Average Exercise Price | | Weighted Average Contractual Life (years) | | Intrinsic Value |
| Outstanding, January 1, 2021 | 1,201,891 | | | $ | 21.60 | | | 2.19 | | $ | — | |
| Exercised | (424,832) | | | 20.25 | | | | | |
| Forfeited | — | | | — | | | | | |
| Expired | (20,732) | | | 28.26 | | | | | |
| Outstanding and Exercisable, December 31, 2021 | 756,327 | | | $ | 22.13 | | | 1.30 | | $ | 2 | |
The aggregate intrinsic values in the table represent the total pre-tax intrinsic value (the difference between our share price at the indicated dates and the options’ exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at the end of the year. The amount will change based on the fair market value of our stock. There were 424,832 options exercised during 2021 with a total intrinsic value of $2 million. We issue new shares upon the exercise of options. During 2021, we received $8 million, in cash for the exercise of stock options. There were no options exercised during both 2020 and 2019 and consequently there was no related intrinsic value. At December 31, 2021, 2020 and 2019, there was no unrecognized compensation expense related to options.
23. Pension and Other Postretirement Healthcare Benefits
The following provides information regarding our U.S. and foreign plans:
U.S. Plans
Pension and Postretirement Healthcare Plans— Tronox has one main U.S. defined benefit plan: the U.S. Qualified Plan. Prior to December 2020, the Company also had the U.S. Pension Plan (which was acquired as part of the Cristal acquisition). In December 2020, the U.S. Pension Plan was frozen and merged into the U.S. Qualified Plan. The U.S. Qualified Plan is a funded noncontributory qualified benefit plan which is in accordance with the Employee Retirement Income Security Act of 1974
(“ERISA”) and the Internal Revenue Code. We made contributions into funds managed by a third party, and those funds are held exclusively for the benefit of the plan participants. Benefits under the U.S. Qualified Plan were generally calculated based on years of service and final average pay. The U.S. Qualified Plan was frozen and closed to new participants on June 1, 2009. We also maintain one postretirement healthcare plan - the U.S. retiree welfare plan.
International Plans
Pension Plans — Tronox has international defined benefit commitments primarily in the United Kingdom ("U.K. DB Scheme") and Saudi Arabia. The U.K. DB Scheme is a funded qualified defined benefit plan in the United Kingdom, which is frozen with no additional benefits accruing to the participants. Benefits under the U.K. DB Scheme are generally calculated based on years of credit service and final compensation when benefits ceased to accrue as defined under the plan provisions. We also maintain a Saudi Arabia Cristal End of Service Benefit plan which provides end of service benefits to qualifying participants. End of service benefits are based on years of service and the reasons for which a participant's services to the Company are terminated.
Multiemployer Pension Plan - In prior periods, we maintained a defined benefit plan in the Netherlands (the “Netherlands Plan”) to provide defined pension benefits to qualifying employees of Tronox Pigments (Holland) B.V. and its related companies. During 2014, the Netherlands Plan was replaced with a multiemployer plan, the Netherlands Contribution Plan (the "CDC Plan") effective January 1, 2015. Under the CDC Plan, employees earn benefits based on their pensionable salaries each year determined using a career average benefit formula. The collective bargaining agreement between us and the participants require us to contribute 20.4% of the participants’ pensionable salaries into a pooled fund administered by the industry-wide PGB. The pensionable salary is the annual income of employees subject to a cap, which is adjusted each year to reflect the current requirements of the Netherlands’ Wages and Salaries Tax Act of 1964. Our obligation under this plan is limited to the fixed percentage contribution we make each year. The employees are entitled to any returns generated from the investment activities of the fund.
The following table outlines the details of our participation in the CDC Plan for the year ended December 31, 2021. The CDC disclosures provided herein are based on the fund’s 2020 annual report, which is the most recently available public information. Based on the total plan assets and accumulated benefit obligation information in the plan’s annual report, the zone status was green as of December 31, 2020. A green zone status indicates that the plan was at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates whether a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. As of December 31, 2021, we are not aware of any financial improvement or rehabilitation plan being implemented or pending. The last column lists the expiration date of the collective-bargaining agreement to which the plan is subject. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Pension Protection Act Zone Status | | | | Tronox Contributions | | | | |
Pension Fund | | EIN/Pension Plan Number | | 2021 | | 2020 | | FIP/RP Pending/ Implemented | | 2021 | | 2020 | | Surcharge Imposed | | Expiration date of Collective- Bargaining Agreement |
| PGB | | NA | | N/A | | Green | | No | | $ | 5 | | | $ | 5 | | | No | | 12/31/2024 |
On the basis of the information available in the CDC Plan 2020 annual report, our contribution does not constitute more than 5 percent of the total contribution to the plan by all participants. During 2021, the fund did not impose any surcharge on us.
Postretirement Healthcare Plans — We also maintain postretirement healthcare plans in South Africa (the "South African Plan") and Brazil (the "Brazil Medical Plan"). The South African Plan provides medical and dental benefits to certain South African employees, retired employees and their registered dependents. The South African Plan provides benefits as follows: (i) members employed before March 1, 1994 receive 100% post-retirement and death-in-service benefits; (ii) members employed on or after March 1, 1994 but before January 1, 2002 receive 2% per year of completed service subject to a maximum of 50% post-retirement and death-in-service benefits; and, (iii) members employed on or after January 1, 2002 receive no post-retirement and death-in-service benefits. The Brazil Medical Plan provides post-employment medical benefits to employees who contributed to the medical plan while employed. Retirees receiving a benefit under the plan are required to pay a contribution that varies based on the coverage level elected.
Pension and Postretirement Benefit Costs / Obligations
Benefit Obligations and Funded Status — The following provides a reconciliation of beginning and ending benefit obligations, beginning and ending plan assets, funded status, and balance sheet classification of our U.S. and international pension plans and other post-retirement benefit plans ("OPEB") as of and for the years ended December 31, 2021 and 2020. The benefit
obligations and plan assets associated with our principal benefit plans are measured on December 31. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pensions | | Other Post Retirement Benefit Plans |
| December 31 | | December 31 |
| 2021 | | 2020 | | 2021 | | 2020 |
| US | International | | US | International | | US | International | | US | International |
| Change in benefit obligations: | | | | | | | | | | | |
| Benefit obligation, beginning of year | $ | 399 | | $ | 252 | | | $ | 398 | | $ | 232 | | | $ | 2 | | $ | 23 | | | $ | 2 | | $ | 13 | |
| Service cost | — | | 4 | | | 1 | | 4 | | | — | | 1 | | | — | | — | |
| Interest cost | 10 | | 4 | | | 12 | | 5 | | | — | | 2 | | | — | | 1 | |
| Net actuarial (gains) losses | (10) | | (10) | | | 28 | | 20 | | | — | | (3) | | | — | | 3 | |
| Curtailments | — | | — | | | (2) | | — | | | — | | — | | | — | | (1) | |
| Settlements | — | | — | | | (7) | | (6) | | | — | | — | | | — | | — | |
Plan amendments(1) | — | | — | | | — | | — | | | — | | (4) | | | — | | 9 | |
| Foreign currency rate changes | — | | (2) | | | — | | 6 | | | — | | (2) | | | — | | (2) | |
| Benefits paid | (30) | | (14) | | | (31) | | (9) | | | — | | (1) | | | — | | — | |
Benefit obligation, end of year (2) | 369 | | 234 | | | 399 | | 252 | | | 2 | | 16 | | | 2 | | 23 | |
| Change in plan assets: | | | | | | | | | | | |
| Fair value of plan assets, beginning of year | 344 | | 195 | | | 319 | | 186 | | | — | | — | | | — | | — | |
| Actual return on plan assets | 23 | | (3) | | | 41 | | 15 | | | — | | — | | | — | | — | |
| Employer contributions | — | | 6 | | | 22 | | 3 | | | — | | 1 | | | — | | — | |
| Benefits paid | (30) | | (14) | | | (31) | | (9) | | | — | | (1) | | | — | | — | |
| Foreign currency rate changes | — | | (1) | | | — | | 6 | | | — | | — | | | — | | — | |
| Settlements | — | | — | | | (7) | | (6) | | | — | | — | | | — | | — | |
| Fair value of plan assets, end of year | 337 | | 183 | | | 344 | | 195 | | | — | | — | | | — | | — | |
| Net underfunded status of plans | $ | (32) | | $ | (51) | | | $ | (55) | | $ | (57) | | | $ | (2) | | $ | (16) | | | $ | (2) | | $ | (23) | |
| Classification of amounts recognized in the Consolidated Balance Sheets: | | | | | | | | | | | |
| Other long-term assets | $ | — | | $ | 20 | | | $ | — | | $ | 14 | | | $ | — | | $ | — | | | $ | — | | $ | — | |
| Accrued liabilities | — | | (4) | | | — | | (5) | | | (1) | | — | | | — | | — | |
| Pension and postretirement healthcare benefits | (32) | | (67) | | | (55) | | (66) | | | (1) | | (16) | | | (2) | | (23) | |
| Total liabilities | (32) | | (71) | | | (55) | | (71) | | | (2) | | (16) | | | (2) | | (23) | |
| Accumulated other comprehensive (income) loss | 81 | | 10 | | | 98 | | 12 | | | — | | 3 | | | — | | 12 | |
| Total | $ | 49 | | $ | (41) | | | $ | 43 | | $ | (45) | | | $ | (2) | | $ | (13) | | | $ | (2) | | $ | (11) | |
________________
(1) Relates to a plan amendment entered into during both 2021 and 2020 related to the Brazil Medical Plan.
(2) Since the benefits under the U.S Qualified Plan and the U.K. DB Scheme are frozen, the projected benefit obligation and accumulated benefit obligation are the same.
Contributions
At a minimum, Tronox contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the United States). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of the cash. Changes to these factors can impact the timing of discretionary contributions from year to year. Pension contributions were less than $1 million in 2021 and are currently expected to be less than $1 million in 2022.
The following table provides information for pension plans where the accumulated benefit obligation exceeds the fair value of the plan assets:
| | | | | | | | | | | |
| Pensions |
| 2021 |
| US | | International |
| Projected benefit obligation (PBO) | $ | 369 | | | $ | 71 | |
| Accumulated benefit obligation (ABO) | $ | 369 | | | $ | 47 | |
| Fair value of plan assets | $ | 337 | | | $ | — | |
Expected Benefit Payments — The following table shows the expected cash benefit payments for the next five years and in the aggregate for the years 2027 through 2031:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2023 | | 2024 | | 2025 | | 2026 | | 2027-2031 |
| Pensions - US | $ | 32 | | | $ | 29 | | | $ | 28 | | | $ | 27 | | | $ | 26 | | | $ | 115 | |
| Pensions - International | $ | 11 | | | $ | 9 | | | $ | 10 | | | $ | 11 | | | $ | 11 | | | $ | 57 | |
| Other Post Retirement Benefit Plans - US | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1 | |
| Other Post Retirement Benefit Plans - International | $ | — | | | $ | — | | | $ | 1 | | | $ | 1 | | | $ | 1 | | | $ | 6 | |
Retirement and Postretirement Healthcare Expense — The table below presents the components of net periodic cost associated with the U.S. and foreign plans recognized in the Consolidated Statements of Operations for 2021, 2020, and 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pensions | | Other Postretirement Benefit Plans |
| Year Ended December 31, | | Year Ended December 31, |
| 2021 | | 2020 | | 2019 | | 2021 | | 2020 | | 2019 |
| Net periodic cost: | | | | | | | | | | | |
| Service cost | $ | 4 | | | $ | 5 | | | $ | 4 | | | $ | 1 | | | $ | — | | | $ | — | |
Interest cost(1) | 14 | | | 17 | | | 21 | | | 2 | | | 1 | | | 1 | |
Expected return on plan assets(1) | (26) | | | (22) | | | (22) | | | — | | | — | | | — | |
Net amortization of actuarial loss(1) | 5 | | | 4 | | | 2 | | | 1 | | | — | | | — | |
Settlement losses (gains)(1) | — | | | — | | | (1) | | | — | | | — | | | — | |
Curtailment (gains)(1) | — | | | (2) | | | — | | | — | | | — | | | — | |
Total net periodic cost - continuing operations | $ | (3) | | | $ | 2 | | | $ | 4 | | | $ | 4 | | | $ | 1 | | | $ | 1 | |
________________
(1) Recorded in Other income, net in the Consolidated Statement of Operations.
Assumptions —
The following weighted average assumptions were used to determine net periodic cost: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pension | | |
| 2021 | | 2020 | | 2019 |
| US | | International | | US | | International | | US | | International |
| Discount rate | 2.60 | % | | 1.47 | % | | 3.39 | % | | 1.98 | % | | 4.34 | % | | 2.50 | % |
| Expected return on plan assets | 6.70 | % | | 2.50 | % | | 6.03 | % | | 2.50 | % | | 5.69 | % | | 3.00 | % |
| | | | | | | | | | | |
| OPEB | | |
| 2021 | 2020 | | 2019 |
| US | | International | | US | | International | | US | | International |
| Discount rate | 2.59 | % | | 10.19 | % | | 3.36 | % | | 8.72 | % | | 4.00 | % | | 10.25 | % |
| Expected return on plan assets | N/A | | N/A | | N/A | | N/A | | N/A | | N/A |
The following weighted average assumptions were used in estimating the actuarial present value of benefit obligations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pensions | | |
| 2021 | | 2020 | | | | 2019 |
| US | | International | | US | | International | | US | | International |
| Discount rate | 2.97 | % | | 1.87 | % | | 2.60 | % | | 1.45 | % | | 3.39 | % | | 1.98 | % |
| Rate of compensation increase | N/A | | 4.68 | % | | 3.00 | % | | 4.65 | % | | 3.00 | % | | 4.67 | % |
| | | | | | | | | | | |
| OPEB | | |
| 2021 | | 2020 | | | | 2019 |
| US | | International | | US | | International | | US | | International |
| Discount rate | 2.83 | % | | 10.33 | % | | 2.59 | % | | 9.51 | % | | 3.36 | % | | 9.91 | % |
| Rate of compensation increase | N/A | | N/A | | N/A | | N/A | | N/A | | N/A |
For the U.S. Qualified Plan, the mortality assumption was updated on December 31, 2021 to use the Society of Actuaries' most recently published generational projection scale (i.e. MP-2021) and base table (i.e. Pri-2012). The mortality improvement scale that had been used as of December 31, 2020 was the MP-2020 projection scale and the base table was Pri-2012.
Expected Return on Plan Assets — In forming the assumption of the U.S. and international long-term rate of return on plan assets, we considered the expected earnings on funds already invested, earnings on contributions expected to be received in the current year, and earnings on reinvested returns. The long-term rate of return estimation methodology for the Company's pension plans is based on a capital asset pricing model using historical data and a forecasted earnings model. An expected return on plan assets analysis is performed which incorporates the current portfolio allocation, historical asset-class returns, and an assessment of expected future performance using asset-class risk factors.
Discount Rate — The 2021 and 2020 rates were selected based on the results of a cash flow matching analysis, which projected the expected cash flows of the plans using a yield curves model developed from a universe of Aa-graded U.S. currency corporate bonds (obtained from Bloomberg) with BVAL scores of 6 or greater.
Plan Assets — The investments of the U.S. and International pension plans are managed to meet the future expected benefit liabilities of the plan over the long term by investing in diversified portfolios consistent with prudent diversification and historical and expected capital market returns. Tronox's U.S. and international pension plans’ weighted-average asset allocations at December 31, 2021 and 2020, and the target asset allocation ranges, by major asset category, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, |
| 2021 | | 2020 |
| US | | International | | US | | International |
| Actual | | Target | | Actual | | Target | | Actual | | Target | | Actual | | Target |
| | | | | | | | | | | | | | | |
| Equity securities | 49 | % | | 49 | % | | — | % | | — | % | | 43 | % | | 42 | % | | — | % | | — | % |
| Debt securities | 46 | | | 48 | | | 43 | | | 43 | | | 39 | | | 40 | | | 39 | | | 30 | |
| Real estate | 1 | | | — | | | — | | | — | | | 1 | | | — | | | — | | | — | |
| Other | 4 | | | 3 | | | 57 | | | 57 | | | 17 | | | 18 | | | 61 | | | 70 | |
| Total | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % |
The fair values of pension investments as of December 31, 2021 are summarized below: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
| | | Fair Value Measurement at December 31, 2021 Using: |
| | | Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) | | | | Significant Other
Observable Inputs
(Level 2) | | | Significant
Unobservable
Inputs
(Level 3) | | | | Total |
| Asset category: | | | | | | | | | | | | | | |
| Equities securities: | | | | | | | | | | | | | | |
| Global equity securities | | | $ | 93 | | | | (1) | $ | — | | | | $ | — | | | | | $ | 93 | |
| Global comingled equity funds | | | 73 | | | | (2) | — | | | | — | | | | | 73 | |
| Debt securities: | | | | | | | | | | | | | | |
| US government bonds | | | 81 | | | | (3) | — | | | | — | | | | | 81 | |
| Foreign government bonds | | | 39 | | | | (3) | — | | | | — | | | | | 39 | |
| US corporate bonds | | | — | | | | | 73 | | | (4) | — | | | | | 73 | |
| Foreign corporate bonds | | | — | | | | | 42 | | | (4) | — | | | | | 42 | |
| Real Estate: | | | | | | | | | | | | | | |
| Property/ real estate fund | | | — | | | | | 1 | | | (5) | — | | | | | 1 | |
| Other: | | | | | | | | | | | | | | |
| Insurance contracts | | | — | | | | | — | | | | 98 | | | (7) | | 98 | |
| Cash & cash equivalents | | | 19 | | | | (6) | — | | | | — | | | | | 19 | |
| Total at fair value | | | $ | 305 | | | | | $ | 116 | | | | $ | 98 | | | | | $ | 519 | |
________________
(1)For global equity securities, this category is comprised of shares of common stock in both U.S. and international companies from a diverse set of industries and size. Common stock is valuated at the closing market price reported on a U.S. or international exchange where the security is actively traded. Equity securities are classified within level 1 of the fair value hierarchy.
(2)Global commingled equity funds are comprised of managed funds that invest in common stock of both U.S. and international companies shares from a diverse set of industries and size. Common stock are valued at the closing market price reported on a U.S. or international exchange where the security is actively traded. These funds are classified within level 1 of the fair value hierarchy.
(3)For US and foreign government bonds, this category includes U.S. treasuries, U.S. federal agency obligations and international government debt. The fair value of these investments are based on observable quoted prices on active exchanges, which are level 1 inputs.
(4)For US corporate bonds and foreign corporate bonds, this category is comprised of corporate bonds of U.S. and foreign companies from a diverse set of industries and size. The fair values for the U.S. and foreign corporate bonds are determined using quoted prices of similar securities in active markets and observable data or broker or dealer quotations. The fair values for these investments are classified as level 2 within the valuation hierarchy.
(5)For property / real estate funds, this category includes real estate properties, partnership equities and investments in operating companies. The fair value of the assets is determined using discounted cash flows by estimating an income stream for the property plus a reversion into a present value at a risk adjusted rate. Yield rates and growth assumptions utilized are derived from market transactions as well as other financial and industry data. The fair value of these investments are classified as level 2 in the valuation hierarchy.
(6)Cash and cash equivalents include cash and short-interest bearing investments with maturities of three months or less. Investments are valued at cost plus accrued interest. Cash and cash equivalents are classified within level 1 of the valuation hierarchy.
(7)For insurance contracts, the fair value is estimated as the cost of purchasing equivalent annuities on terms consistent with those currently available in the market. The contracts are with highly rated insurance companies and are classified within level 3 of the valuation hierarchy. The following table summarizes changes in fair value of the pension plan assets classified as level 3 for the year ended December 31, 2021:
| | | | | | | | |
| | Insurance Contracts |
| Balance, December 31, 2020 | | $ | 111 | |
| Actual return on plan assets | | (6) | |
| Purchases, sales, settlements | | (6) | |
| Transfers in/out of Level 3 | | — | |
| Foreign currency translation | | (1) | |
| Balance, December 31, 2021 | | $ | 98 | |
The fair values of pension investments as of December 31, 2020 are summarized below:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurement at December 31, 2020, Using: |
| Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
| Asset category: | | | | | | | |
| Equities securities: | | | | | | | |
| Global equity securities | $ | 83 | | (1) | $ | — | | | $ | — | | | $ | 83 | |
| Global comingled equity funds | 66 | | (2) | — | | | — | | | 66 | |
| Debt securities: | | | | | | | |
| US government bonds | 70 | | (3) | — | | | — | | | 70 | |
| Foreign government bonds | 37 | | (3) | — | | | — | | | 37 | |
| US corporate bonds | — | | | 62 | | (4) | — | | | 62 | |
| Foreign corporate bonds | — | | | 43 | | (4) | — | | | 43 | |
| Real Estate: | | | | | | | |
| Property/ real estate fund | — | | | 1 | | (5) | — | | | 1 | |
| Other: | | | | | | | |
| Insurance contracts | — | | | — | | | 111 | | (7) | 111 | |
| Cash & cash equivalents | 66 | | (6) | — | | | — | | | 66 | |
| Total at fair value | $ | 322 | | | $ | 106 | | | $ | 111 | | | $ | 539 | |
________________
(1)For global equity securities, this category is comprised of shares of common stock in both U.S. and international companies from a diverse set of industries and size. Common stock is valuated at the closing market price reported on a U.S. or international exchange where the security is actively traded. Equity securities are classified within level 1 of the fair value hierarchy.
(2)Global commingled equity funds are comprised of managed funds that invest in common stock of both U.S. and international companies shares from a diverse set of industries and size. Common stock are valued at the closing market price reported on a U.S. or international exchange where the security is actively traded. These funds are classified within level 1 of the fair value hierarchy.
(3)For US and foreign government bonds, this category includes U.S. treasuries, U.S. federal agency obligations and international government debt. The fair value of these investments are based on observable quoted prices on active exchanges, which are level 1 inputs.
(4)For US corporate bonds and foreign corporate bonds, this category is comprised of corporate bonds of U.S. and foreign companies from a diverse set of industries and size. The fair values for the U.S. and foreign corporate bonds are determined using quoted prices of similar securities in active markets and observable data or broker or dealer quotations. The fair values for these investments are classified as level 2 within the valuation hierarchy.
(5)For property / real estate funds, this category includes real estate properties, partnership equities and investments in operating companies. The fair value of the assets is determined using discounted cash flows by estimating an income stream for the property plus a reversion into a present value at a risk adjusted
rate. Yield rates and growth assumptions utilized are derived from market transactions as well as other financial and industry data. The fair value of these investments are classified as level 2 in the valuation hierarchy.
(6)Cash and cash equivalents include cash and short-interest bearing investments with maturities of three months or less. Investments are valued at cost plus accrued interest. Cash and cash equivalents are classified within level 1 of the valuation hierarchy.
(7)For insurance contracts, the fair value is estimated as the cost of purchasing equivalent annuities on terms consistent with those currently available in the market. The contracts are with highly rated insurance companies and are classified within level 3 of the valuation hierarchy. The following table summarizes changes in fair value of the pension plan assets classified as level 3 for the year ended December 31, 2020:
| | | | | | | | |
| | Insurance Contracts |
| Balance, December 31, 2019 | | $ | 104 | |
| Actual return on plan assets | | 9 | |
| Purchases, sales, settlements | | (5) | |
| Transfers in/out of Level 3 | | — | |
| Foreign currency translation | | 3 | |
| Balance, December 31, 2020 | | $ | 111 | |
Defined Contribution Plans
U.S. Savings Investment Plan
In 2006, we established the U.S. Savings Investment Plan (the “SIP”), a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. Under the SIP, our regular full-time and part-time employees contribute a portion of their earnings, and we match these contributions up to a predefined threshold. Our matching contribution is 100% of the first 6% of employee contributions. Effective January 1, 2013, we established a profit sharing contribution at 6% of employees’ pay (“discretionary contribution”). A discretionary contribution of 6% was made for 2021, 2020 and 2019. Our matching contribution to the SIP vests immediately; however, our discretionary contribution is subject to vesting conditions that must be satisfied over a three-year vesting period. Contributions under the SIP, including our match, are invested in accordance with the investment options elected by plan participants. Compensation expenses associated with our matching contribution to the SIP was $5 million, $4 million and $4 million during 2021, 2020 and 2019, respectively, which was included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Compensation expense associated with our discretionary contribution was $5 million in 2021, $4 million in 2020 and $4 million in 2019, which was included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations.
U.S. Benefit Restoration Plan
In 2006, we established the U.S. Benefit Restoration Plan (the “BRP”), a nonqualified defined contribution plan, for employees whose eligible compensation is expected to exceed the IRS compensation limits for qualified plans. Under the BRP, participants can contribute up to 20% of their annual compensation and incentive. Our matching contribution under the BRP is the same as the SIP. Our matching contribution under this plan vests immediately to plan participants. Contributions under the BRP, including our match, are invested in accordance with the investment options elected by plan participants. Compensation expense associated with our matching contribution to the BRP was $1 million, $1 million and $2 million during 2021, 2020 and 2019, respectively, which was included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations.
South Africa Defined Contribution Plans
Tronox Mineral Sands Proprietary Limited, a wholly owned subsidiary of the Company, participates in several defined contribution plans which are registered in the Republic of South Africa and are governed by the South African Pension Funds Act of 1956. These plans provide retirement and other benefits to all permanent employees, and where applicable, retired employees and their dependents. The Company contributes a range of 10% to 15% (depending on the plan) of the employees' predefined pre-tax pensionable earnings. Compensation expense associated with these plans was $5 million, $4 million, and $4 million during 2021, 2020 and 2019, respectively, which was included in both "Costs of goods sold" and "Selling, general and administrative expenses" in the Consolidated Statements of Operations.
24. Related Party Transactions
Exxaro
In connection with the Company’s acquisition in 2012 of Exxaro Resources Limited’s (“Exxaro”) mineral sands business, Exxaro was granted a “flip in” right such that following the occurrence of certain events, Exxaro could exercise a put option, or the Company could exercise a call option, whereby Exxaro exchanges its 26% shareholding in the Company’s South African operating subsidiaries which hold the Company’s material mining licenses (the “South African Subsidiaries Interest”) for an additional 7,246,035 of our ordinary shares. On November 26, 2018, the Company, certain of the Company’s subsidiaries and Exxaro entered into the Exxaro Mineral Sands Transaction Completion Agreement which amended the “flip in” rights granted to Exxaro to accelerate the occurrence of the “flip in” upon satisfaction of certain conditions, which have now been satisfied. On February 23, 2021, we exercised our call option to complete the “flip in” transaction, pursuant to which we issued to Exxaro 7,246,035 new ordinary shares of the Company in exchange for Exxaro’s South African Subsidiaries Interest. In addition, on March 1, 2021, Exxaro sold its entire share ownership in us, including the “flip-in” shares, totaling 21,975,315 ordinary shares in an underwritten public offering.
Tasnee/Cristal
On April 10, 2019, we announced the completion of the acquisition of the TiO2 business of Cristal for $1.675 billion of cash, subject to a working capital and noncurrent liability adjustment, plus 37,580,000 ordinary shares. At December 31, 2021, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a wholly-owned subsidiary of Tasnee, continues to own 37,580,000 shares of Tronox, or a 24% ownership interest. In February 2020, Tronox and Cristal resolved the working capital and noncurrent liability adjustment by agreeing that no payment was required by either party.
On May 9, 2018, we entered into an Option Agreement with AMIC which is owned equally by Tasnee and Cristal. Under the terms of the Option Agreement, AMIC granted us an option (the “Option”) to acquire 90% of a special purpose vehicle (the “SPV”), to which AMIC’s ownership in a titanium slag smelter facility (the “Slagger”) in The Jazan City for Primary and Downstream Industries in KSA will be contributed together with $322 million of AMIC indebtedness (the "AMIC Debt"). The AMIC Debt would remain outstanding debt of the SPV upon exercise of the Option. The Option may be exercised if the Slagger achieves certain production criteria related to sustained quality and tonnage of slag produced (the “Option Criteria”). Likewise, AMIC may require us to acquire the Slagger on the same terms if the Option Criteria are satisfied. Furthermore, pursuant to the Option Agreement and during its term, we agreed to lend AMIC and, upon the creation of the SPV, the SPV, up to $125 million for capital expenditures and operational expenses intended to facilitate the start-up of the Slagger (the “Tronox Loans”). We have lent AMIC the Tronox Loans maximum amount of $125 million which is recorded within "Other long-term assets" on the Consolidated Balance Sheet as of both December 31, 2021 and 2020 as well as the related interest of $9 million and $6 million, respectively. The Option did not have a significant impact on the financial statements as of or for the periods ended December 31, 2021 and 2020.
On May 13, 2020, we amended the Option Agreement (the "First Amendment") with AMIC to address circumstances in which the Option Criteria cannot be satisfied. Pursuant to the First Amendment, Tronox has the right to acquire the SPV in exchange for (i) our forgiveness of the Tronox Loans principal and accrued interest thereon, and (ii) the SPV's assumption of $36 million of indebtedness plus accrued interest thereon lent by AMIC to the SPV. Under the First Amendment, the SPV would not assume any of the AMIC Debt.
Additionally, on May 13, 2020, we amended a Technical Services Agreement that we had entered with AMIC on March 15, 2018, to add project management support services. Under this arrangement, AMIC and its consultants are still responsible for engineering and construction of the Slagger while we provide technical advice and project management services including supervision and management of third party consultants intended to satisfy the Option Criteria. As compensation for these services, Tronox receives a monthly management fee of approximately $1 million, which is recorded in “Other income, net” within the Consolidated Statement of Operations and in “Prepaid and other assets” on the Consolidated Balance Sheet. The monthly management fee is subject to certain success incentives if and when the Slagger achieves the Option Criteria. The term of the Amended TSA was extended in December 2021 until December 31, 2022. Tronox recorded approximately $8 million and $5 million in "Other Income" for this the management fee for the years ended December 31, 2021 and 2020, respectively, in the Consolidated Statement of Operations. At both December 31, 2021 and 2020, Tronox had a receivable due from AMIC related to management fee of $1 million that is recorded within “Prepaid and other assets” on the Consolidated Balance Sheet.
At December 31, 2021, Tronox had a receivable due from Tasnee of $8 million related primarily to $4 million of stamp duty taxes reimbursable from Tasnee and $3 million for pre-acquisition period tax settlements in process with certain tax authorities also reimbursable from Tasnee. At December 31, 2020, Tronox had a receivable due from Tasnee of $9 million related primarily to amounts arising from transition service agreements, stamp duty taxes paid on behalf of Tasnee, pre-acquisition activities and reimbursement of a tax settlement due to the Australian Taxation Office for pre-acquisition tax periods. These receivables are recorded within “Prepaid and other assets” on the Consolidated Balance Sheet.
On December 29, 2019, we entered into an agreement with Cristal to acquire certain assets co-located at our Yanbu facility which produce metal grade TiCl4 ("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 TiCl4, which we supply by pipeline, for the production of titanium sponge, a precursor material used in the production of titanium metal.
On December 17, 2020 we completed the MGT transaction. Repayment of the $36 million note payable is based on a fixed U.S. dollar per metric ton quantity of MGT delivered by us to ATTM over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement with ATTM and will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately five and six years, subject to actual future MGT production levels. The interest rate on the note payable is based on the SAIBOR plus a premium. As of December 31, 2021, the outstanding balance of the note payable was $33 million, of which $7 million is expected to be paid within the next twelve months. During the year ended December 31, 2021 and 2020, Tronox recorded interest expense of $1 million and nil, respectively, related to the MGT Loan, which is recorded in "Interest expense" on the Consolidated Statement of Operations. During the year ended December 31, 2021 and 2020, Tronox recorded $4 million and nil, respectively, for MGT Loan repayments to Cristal that is recorded within "Net sales" on the Consolidated Statement of Operations.
As a result of these transactions we have entered into related to the MGT assets, Tronox recorded $8 million and $5 million for purchase of chlorine gas for the years ended December 31, 2021 and 2020, respectively, from ATTM and such amounts are recorded in "Cost of goods sold" on the Consolidated Statement of Operations. The amount due to ATTM as of December 31, 2021 and 2020, for the purchase of chlorine gas was $1 million and $3 million, respectively, and is recorded within “Accrued liabilities” on the Consolidated Balance Sheet.
During the year ended December 31, 2021 and 2020, Tronox recorded $31 million and $25 million, respectively, for MGT sales made to AMIC. The MGT sales are recorded in “Net sales” on the Consolidated Statement of Operations. At December 31, 2021 and December 31, 2020, Tronox had a receivable from AMIC of $6 million and $7 million, respectively, from MGT sales that is recorded within “Prepaid and other assets” on the Consolidated Balance Sheet.
25. Segment Information
We operate our business under one operating segment, Tronox, which is also our reportable segment. The Company's chief operating decision maker, who are its Co-CEOs, reviews financial information presented at the consolidated level for purposes of allocating resources and evaluating financial performance. Since we operate our business under one segment, there is no difference between our consolidated results and segment results.
We disaggregate revenue from contracts with customers by product type and geographic area as well as sales based on country of production. 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.
During 2021, 2020 and 2019 our ten largest third-party customers represented 28%, 32%, and 31%, respectively, of our consolidated net sales. During 2021, 2020, and 2019, no single customer accounted for 10 % of our consolidated net sales.
Net sales to external customers based on country of production, were as follows: | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| U.S. operations | $ | 716 | | | $ | 653 | | | $ | 676 | |
| International operations: | | | | | |
| United Kingdom | 396 | | | 301 | | | 218 | |
| Australia | 873 | | | 637 | | | 674 | |
| South Africa | 441 | | | 330 | | | 370 | |
| Saudi Arabia | 420 | | | 269 | | | 218 | |
| Other - international | 726 | | | 568 | | | 486 | |
| Total net sales | $ | 3,572 | | | $ | 2,758 | | | $ | 2,642 | |
See Note 5 for further information on revenues.
There is no difference between the total consolidated assets of continuing operations and our segment assets. Property, plant and equipment, net, mineral leaseholds, net, and lease right of use assets, net by geographic region, were as follows: | | | | | | | | | | | |
| December 31, |
| 2021 | | 2020 |
| U.S. operations | $ | 251 | | | $ | 261 | |
| International operations: | | | |
| United Kingdom | 97 | | | 101 | |
| Saudi Arabia | 241 | | | 262 | |
| South Africa | 705 | | | 768 | |
| Australia | 1,000 | | | 995 | |
| Other - international | 248 | | | 256 | |
| Total | $ | 2,542 | | | $ | 2,643 | |