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Related Party Transactions | 12 Months Ended
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Dec. 31, 2022
Related Party Transactions [Abstract] |
Related Party Transactions | Related Party TransactionsTasnee / Cristal At December 31, 2022 Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a wholly-owned subsidiary of Tasnee, continues to own 37,580,000 shares of Tronox, or a 24% ownership interest. On May 9, 2018, we entered into an Option Agreement with AMIC which is owned equally by Tasnee and Cristal. Under the terms of the Option Agreement, AMIC granted us an option (the “Option”) to acquire 90% of a special purpose vehicle (the “SPV”), to which AMIC’s ownership in a titanium slag smelter facility (the “Slagger”) in The Jazan City for Primary and Downstream Industries in KSA will be contributed together with $322 million of AMIC indebtedness (the "AMIC Debt"). The AMIC Debt would remain outstanding debt of the SPV upon exercise of the Option. The Option may be exercised if the Slagger achieves certain production criteria related to sustained quality and tonnage of slag produced (the “Option Criteria”). Likewise, AMIC may require us to acquire the Slagger on the same terms if the Option Criteria are satisfied. Furthermore, pursuant to the Option Agreement and during its term, we agreed to lend AMIC and, upon the creation of the SPV, the SPV, up to $125 million for capital expenditures and operational expenses intended to facilitate the start-up of the Slagger (the “Tronox Loans”). At both December 31, 2022 and 2021, we have lent AMIC the Tronox Loans maximum amount of $125 million, which, together with the related accrued interest of $13 million a nd $9 million, respectively, is recorded within "Other long-term assets" on the Consolidated Balance Sheet. The Option did not have a significant impact on the financial statements as of or for the periods ended December 31, 2022 and 2021. For the years ended December 31, 2022 and 2021, Tronox recorded $60 million and nil , respectively, for purchases of feedstock material produced by the Slagger. Such sales are recorded in "Cost of goods sold" on the Consolidated Statement of Income. At December 31, 2022 and 2021, amounts due related to Slagger feedstock purchases were $14 million and nil, respectively, which are recorded within “Accrued liabilities” on the Consolidated Balance Sheet. On May 13, 2020, we amended the Option Agreement (the "First Amendment") with AMIC to address circumstances in which the Option Criteria cannot be satisfied. Pursuant to the First Amendment, Tronox has the right to acquire the SPV in exchange for (i) our forgiveness of the Tronox Loans principal and accrued interest thereon, and (ii) the SPV's assumption of $36 million of indebtedness plus accrued interest thereon lent by AMIC to the SPV. Under the First Amendment, the SPV would not assume any of the AMIC Debt. Additionally, on May 13, 2020, we amended a Technical Services Agreement that we had entered with AMIC on March 15, 2018, to add project management support services. Under this arrangement, AMIC and its consultants are still responsible for engineering and construction of the Slagger while we provide technical advice and project management services including supervision and management of third party consultants intended to satisfy the Option Criteria. As compensation for these services, Tronox receives a management fee, which is subject to certain success incentives if and when the Slagger achieves the Option Criteria. For both of the years ended December 31, 2022 and 2021, Tronox recorded management fees of $8 million, in “Other (expense) income, net” within the Consolidated Statement of Income. For the years ended December 31, 2022 and 2021, Tronox recorded other technical support fees received under the Technical Services Agreement of $2 million and nil , respectively, in "Selling, general and administrative expenses" on the Consolidated Statement of Income. At December 31, 2022 and 2021, Tronox had a receivable due from AMIC related to management fee and technical support fees of $2 million and $1 million, respectively, that is recorded within “Prepaid and other assets” on the Consolidated Balance Sheet. At December 31, 2022, Tronox had a receivable due from Tasnee of $2 million related primarily to pre-acquisition period tax matters in process with certain tax authorities which are reimbursable from Tasnee. At December 31, 2021, Tronox had a receivable due from Tasnee of $8 million related primarily to $4 million of stamp duty taxes reimbursable from Tasnee and $3 million for pre-acquisition period tax matters. 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 was 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. At December 31, 2022 and 2021 the outstanding balance of the note payable was $30 million and $33 million, respectively, of which $7 million and $7 million, respectively, was expected to be paid within the next twelve months. The note payable is recorded within "Long-term debt, net" and "Long-term debt due within one year" on the Consolidated Balance Sheet. For both years ended December 31, 2022 and 2021, Tronox recorded interest expense of $1 million related to the MGT Loan, which is recorded in "Interest expense" on the Consolidated Statement of Income. During the years ended December 31, 2022 and 2021, Tronox recorded $3 million and $4 million, respectively, for MGT Loan repayments to Cristal that is recorded within "Net sales" on the Consolidated Statement of Income. As a result of these transactions we have entered into related to the MGT assets, Tronox recorded $4 million and $8 million for purchase of chlorine gas for the years ended December 31, 2022 and 2021, respectively, from ATTM and such amounts are recorded in "Cost of goods sold" on the Consolidated Statement of Income. The amount due to ATTM as of December 31, 2022 and 2021, for the purchase of chlorine gas was $1 million and $1 million, respectively, and is recorded within “Accrued liabilities” on the Consolidated Balance Sheet. During the years ended December 31, 2022 and 2021, Tronox recorded $29 million and $31 million, respectively, for MGT sales made to AMIC. The MGT sales are recorded in “Net sales” on the Consolidated Statement of Income. At December 31, 2022 and December 31, 2021, Tronox had a receivable from AMIC of $6 million and $6 million, respectively, from MGT sales that is recorded within “Prepaid and other assets” on the Consolidated Balance Sheet.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI https://asc.fasb.org/topic&trid=2122745 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 + Details
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