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Pension and Other Postretirement Healthcare Benefits
 12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
Pension and Other Postretirement Healthcare Benefits 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. In October 2022, the Company entered into an irrevocable arrangement with an insurance provider to settle certain lower dollar valued accounts within its frozen U.S Qualified Plan to reduce PBGC premiums. As a result of this arrangement, the Company recorded a non-cash pension settlement charge of approximately $20 million during the fourth quarter of 2022. 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, 2022. The CDC disclosures provided herein are based on the fund’s 2021 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, 2021. 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, 2022, 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
20222021
FIP/RP
Pending/
Implemented
20222021
Surcharge
Imposed
Expiration
date of
Collective-
Bargaining
Agreement
PGBNAN/AGreenNo$5 $5 No12/31/2024
On the basis of the information available in the CDC Plan 2021 annual report, our contribution does not constitute more than 5 percent of the total contribution to the plan by all participants. During 2022, 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, 2022 and 2021. The benefit obligations and plan assets associated with our principal benefit plans are measured on December 31.
PensionsOther Post Retirement Benefit Plans
December 31December 31
2022202120222021
USInternational USInternationalUSInternationalUSInternational
Change in benefit obligations:
Benefit obligation, beginning of year$369 $234 $399 $252 $2 $16 $2 $23 
Service cost— 4 — 4 — 1 — 1 
Interest cost10 4 10 4 — 2 — 2 
Net actuarial (gains) losses(77)(61)(10)(10)(1)(1)— (3)
Curtailments— — — — — — — — 
Settlements (81)— — — — — — — 
Plan amendments(1)
— — — — — — — (4)
Foreign currency rate changes— (17)— (2)— — — (2)
Benefits paid(22)(10)(30)(14)— (1)— (1)
Benefit obligation, end of year (2)
199 154 369 234 1 17 2 16 
Change in plan assets:
Fair value of plan assets, beginning of year337 183 344 195 — — — — 
Actual return on plan assets(63)(53)23 (3)— — — — 
Employer contributions— 4 — 6 — 1 — 1 
Benefits paid(22)(10)(30)(14)— (1)— (1)
Foreign currency rate changes— (18)— (1)— — — — 
Settlements(72)— — — — — — — 
Fair value of plan assets, end of year180 106 337 183 — — — — 
Net underfunded status of plans$(19)$(48)$(32)$(51)$(1)$(17)$(2)$(16)
Classification of amounts recognized in the Consolidated Balance Sheets:
Other long-term assets$— $10 $— $20 $— $— $— $— 
Accrued liabilities— (6)— (4)— — (1)— 
Pension and postretirement healthcare benefits(19)(52)(32)(67)(1)(17)(1)(16)
Total liabilities(19)(58)(32)(71)(1)(17)(2)(16)
Accumulated other comprehensive (income) loss55 4 81 10 — 2 — 3 
Total$36 $(44)$49 $(41)$(1)$(15)$(2)$(13)
________________
(1)     Relates to a plan amendment entered into during 2021 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 for its US and international plans were approximately $6 million in 2022 and are currently expected to be approximately $8 million in 2023.
The following table provides information for pension plans where the accumulated benefit obligation exceeds the fair value of the plan assets:
Pensions
2022
US International
Projected benefit obligation (PBO)$199 $58 
Accumulated benefit obligation (ABO)$199 $39 
Fair value of plan assets$180 $— 

Expected Benefit Payments — The following table shows the expected cash benefit payments for the next five years and in the aggregate for the years 2028 through 2032:
202320242025202620272028-2032
Pensions - US$25 $21 $19 $19 $18 $80 
Pensions - International$12 $10 $10 $10 $10 $49 
Other Post Retirement Benefit Plans - US $— $— $— $— $— $1 
Other Post Retirement Benefit Plans - International$— $— $1 $1 $1 $7 

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 Income for 2022, 2021, and 2020:
PensionsOther Postretirement Benefit Plans
Year Ended December 31,Year Ended December 31,
202220212020202220212020
Net periodic cost:
Service cost$5 $4 $5 $— $1 $— 
Interest cost(1)
14 14 17 2 2 1 
Expected return on plan assets(1)
(24)(26)(22)— — — 
Net amortization of actuarial loss(1)
4 5 4 — 1 — 
Settlement losses (gains)(1)
20 — — — — — 
Curtailment (gains)(1)
— — (2)— — — 
Total net periodic cost
$19 $(3)$2 $2 $4 $1 
________________
(1)    Recorded in Other (expense) income, net in the Consolidated Statement of Income.
Assumptions — 
The following weighted average assumptions were used to determine net periodic cost:
Pension
202220212020
USInternationalUSInternationalUSInternational
Discount rate2.97 %1.91 %2.60 %1.47 %3.39 %1.98 %
Expected return on plan assets6.80 %2.50 %6.70 %2.50 %6.03 %2.50 %
OPEB
202220212020
USInternationalUSInternationalUSInternational
Discount rate2.83 %10.29 %2.59 %10.19 %3.36 %8.72 %
Expected return on plan assetsN/AN/AN/AN/AN/AN/A

The following weighted average assumptions were used in estimating the actuarial present value of benefit obligations:
Pensions
202220212020
USInternationalUSInternationalUSInternational
Discount rate5.70 %4.70 %2.97 %1.87 %2.60 %1.45 %
Rate of compensation increase N/A4.72 %N/A4.68 %3.00 %4.65 %
OPEB
202220212020
USInternationalUSInternationalUSInternational
Discount rate5.62 %11.10 %2.83 %10.33 %2.59 %9.51 %
Rate of compensation increaseN/AN/AN/AN/AN/AN/A
For the U.S. Qualified Plan, at both December 31, 2022 and December 31, 2021, the mortality assumption was determined using the Society of Actuaries' the generational projection scale (i.e. MP-2021) and base table (i.e. 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 2022 and 2021 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, 2022 and 2021, and the target asset allocation ranges, by major asset category, are as follows:
December 31,
20222021
USInternationalUSInternational
ActualTargetActualTargetActualTargetActualTarget
Equity securities49 %46 %— %— %49 %49 %— %— %
Debt securities46 46 37 37 46 48 43 43 
Real estate1 — — — 1 — — — 
Other4 8 63 63 4 3 57 57 
Total100 %100 %100 %100 %100 %100 %100 %100 %

The fair values of pension investments as of December 31, 2022 are summarized below:
Fair Value Measurement at December 31, 2022 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 $53 (1)$— $— $53 
Global commingled equity funds35 (2)— — 35 
Debt securities:
US government bonds 48 (3)— — 48 
Foreign government bonds 19 (3)— — 19 
US corporate bonds— 34 (4)— 34 
Foreign corporate bonds — 22 (4)— 22 
Real Estate:
Property/ real estate fund — 1 (5)— 1 
Other:
Insurance contracts — — 63 (7)63 
Cash & cash equivalents11 (6)— — 11 
Total at fair value$166 $57 $63 $286 
________________
(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, 2022:
Insurance Contracts
Balance, December 31, 2021$98 
Actual return on plan assets(20)
Purchases, sales, settlements(5)
Transfers in/out of Level 3 — 
Foreign currency translation(10)
Balance, December 31, 2022$63 

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 commingled equity funds73 
(2)
— — 73 
Debt securities:
US government bonds81 
(3)
— — 81 
Foreign government bonds39 
(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 equivalents19 (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 


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 2022, 2021 and 2020. 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, $5 million and $4 million during 2022, 2021 and 2020, respectively, which was included in “Selling, general and administrative expenses” in the Consolidated Statements of Income. Compensation expense associated with our discretionary contribution was $5 million in 2022, $5 million in 2021 and $4 million in 2020, which was included in “Selling, general and administrative expenses” in the Consolidated Statements of Income.
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 $1 million during 2022, 2021 and 2020, respectively, which was included in “Selling, general and administrative expenses” in the Consolidated Statements of Income.
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 $7 million, $5 million, and $4 million during 2022, 2021 and 2020, respectively, which was included in both "Costs of goods sold" and "Selling, general and administrative expenses" in the Consolidated Statements of Income.