STAMFORD, Conn., Feb. 25, 2015 /PRNewswire/ -- Tronox Limited (NYSE:TROX) today reported fourth quarter 2014 revenue of $400 million compared to $436 million in the fourth quarter 2013. Excluding external CP titanium slag sales of $24 million in the prior-year quarter to reflect withdrawal from the external CP titanium slag market in the second half 2014, revenue of $400 million compares to $412 million in the prior-year quarter, down 3 percent. Adjusted EBITDA was $81 million versus $96 million in the prior-year quarter. Adjusted net loss attributable to Tronox Limited was $23 million, or $0.20 per diluted share, versus an adjusted net loss of $48 million, or $0.42 per diluted share, in the year-ago quarter.

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Tom Casey, chairman and CEO of Tronox, said: "Our fourth quarter results came in essentially as expected, reflecting normal seasonally lighter demand and an industry where selling prices for pigment and mineral sands remain at trough conditions. Despite these trough conditions, in the fourth quarter we delivered $81 million of adjusted EBITDA on revenue of $400 million for a 20 percent adjusted EBITDA margin. For the full year 2014, we delivered $353 million of adjusted EBITDA on revenue of $1,737 million for a 20 percent adjusted EBITDA margin. This level of performance, we believe, continued to demonstrate the benefits of our operational improvement initiatives and vertical integration and our resulting ability to consistently deliver a higher level of adjusted EBITDA per metric ton of pigment sold than our non-integrated peers. This performance also comes before we receive the revenue and margin from the sale of 30,000 metric tons of natural rutile and 60,000 metric tons of zircon annually when our Fairbreeze mine begins production, which is expected by the end of this year. Lower feedstock selling prices contributed to greater margins in our Pigment business and will continue to do so as pigment made from that feedstock is sold. In Mineral Sands, despite essentially trough conditions in feedstock markets, segment adjusted EBITDA margin was 30 percent. We expect feedstock market conditions to gradually improve as pigment plant operating rates have returned to normal and as feedstock inventories continue to be worked down. With respect to overall global pigment and mineral sands markets as we begin the year, we expect to see normal seasonally lighter first quarter market conditions and look for positive pricing developments by the second half of 2015."

Casey continued: "Earlier this month, we took a significant step toward building a stronger, more stable and higher margin and free cash flow generating company with the signing of a definitive agreement to acquire the Alkali Chemicals business from FMC Corporation. The transaction is expected to close in the first quarter and be significantly accretive to our earnings and free cash flow upon closing. With its industry-leading position in markets complementary to ours, Alkali Chemicals brings strong operational and financial performance. Over the last five years, it has consistently delivered EBITDA margins in excess of 20 percent and converted approximately 75 percent of its EBITDA to free cash flow. It is a low cost, vertically integrated producer of a functionally irreplaceable chemical component of products that are used globally and growing at GDP-like rates - just like Tronox. Together, we will form a leading inorganic chemicals company with more stable revenue, cash flow and EBITDA streams and higher net income. We expect to generate approximately $2.6 billion in revenue with significantly greater scale, stability and financial strength."

Casey concluded: "And to further underscore our continued commitment to build value for our shareholders, for the eleventh straight quarter our Board declared a quarterly dividend of $0.25 per share, which constitutes a yield of more than 4 percent."

Alkali Chemicals Acquisition

On February 3, 2015, the company announced that it has signed a definitive agreement with FMC Corporation (NYSE:FMC) to acquire its Alkali Chemicals business for $1.64 billion. The acquisition is expected to be more than $0.50 accretive to EPS, generate approximately $130 million incremental operating cash flow and realize after-tax cash savings of more than $30 million - including utilization of Tronox's U.S. tax attributes - in its first full year following closing. By year three, the acquisition is expected to generate after-tax cash savings of more than $60 million annually. The transaction is expected to close in the first quarter and will be funded through approximately $1 billion of cash and approximately $600 million of new debt pursuant to signed commitments from multiple banks. Tronox places a high value on maintaining its existing credit ratings and believes that the attractive deleveraging profile of the combined entity will reduce the net leverage ratio to less than 4.0x in 12 to 15 months. Alkali Chemicals will operate as a separate business unit and reporting segment. Joining Tronox will be more than 1,000 new colleagues and a senior management team that averages 23 years' experience in the chemicals industry and 13 years' experience with Alkali Chemicals.

Fourth Quarter 2014 Results

Pigment

Pigment segment revenue of $264 million was 5 percent lower than $277 million in the prior-year quarter, as sales volumes declined 1 percent and selling prices declined 5 percent. Sales volumes gains were achieved in North America offset by declines in Europe, Asia and Latin America. Selling prices were lower in North America and in Europe on a local currency basis, modestly lower in Asia and higher in Latin America versus the year-ago quarter. Compared to the seasonally stronger third quarter, sales volumes declined 7 percent to normal seasonal levels and selling prices declined 4 percent. At the end of the fourth quarter, finished pigment inventory was at seasonally normal levels and the average plant utilization rate was more than 90 percent.

Pigment segment operating income of $19 million increased by $45 million versus an operating loss of $26 million in the year-ago quarter. Pigment adjusted EBITDA of $46 million increased by $37 million compared to adjusted EBITDA of $9 million in the year-ago quarter. The adjusted EBITDA margin was 17 percent. Average feedstock cost reflected in the Pigment segment in the fourth quarter was $796 per metric ton compared to $794 per metric ton in the third quarter. During the fourth quarter, 100 percent of feedstock purchases made by Pigment were from Mineral Sands at an average cost of $765 per metric ton. Going forward, the Pigment segment will continue to benefit from lower feedstock costs. The lag time between purchases of feedstock by Pigment to the time that feedstock is reflected in the Pigment segment income statement is typically in the range of 5 to 6 months.

Mineral Sands

Mineral Sands segment revenue of $183 million was 26 percent lower than $248 million in the year-ago quarter, reflecting our decision to withdraw from the external CP titanium slag market in the second half of 2014. Excluding external CP titanium slag sales of $24 million in the prior year, revenue declined 18 percent compared to the year-ago quarter. External sales volumes were up 15 percent excluding prior-year quarter CP titanium slag sales volumes. Selling prices for titanium feedstocks declined in the 10-20 percent range versus the prior-year quarter. Sales volumes for zircon were level to the year-ago quarter and selling prices declined 8 percent. Compared to the third quarter 2014, segment revenue declined 11 percent, driven primarily by a sales volume decline of 7 percent and lower selling prices for natural rutile. Sales volumes for zircon declined 3 percent and selling prices remained level to the prior quarter. Revenue from intercompany sales was $77 million in the quarter. Revenue from external sales was $106 million, including $81 million from zircon and pig iron. Mineral Sands continued to sell 100 percent of its synthetic rutile feedstock to Pigment on an intercompany basis.

Mineral Sands segment operating loss of $8 million compares to operating income of $33 million in the year-ago quarter and $8 million in the prior quarter. Adjusted EBITDA was $54 million versus $93 million in the year ago quarter and $71 million in the prior quarter. The adjusted EBITDA margin was 30 percent versus 38 percent in the prior year and 34 percent in the prior quarter. Mineral Sands segment adjusted EBITDA is calculated before the elimination of gross profit on sales to the Pigment segment that occurs in consolidation at the company level. In the fourth quarter, $6 million of Mineral Sands gross profit was eliminated in consolidation and $10 million of previously eliminated gross profit was reversed, for a net adjusted EBITDA increase in consolidation of $4 million.

Construction continues to progress on schedule at our KZN Sands Fairbreeze mine in South Africa. The Fairbreeze mine will supply feedstock to our slag furnaces at KZN and is expected to begin operations by the end of 2015 and be fully operational in 2016. Capital expenditures related to the Fairbreeze mine from commencement of the implementation phase through 2016 are estimated to be approximately $225 million, with $52 million spent during 2014 and $30 million spent through 2013.

Corporate and Other

Revenue in Corporate and Other, which includes our electrolytic operations, was $30 million compared to $31 million in the year-ago quarter. Corporate and Other loss from operations of $20 million in the quarter compares to a $15 million loss from operations in the prior-year quarter. Adjusted EBITDA in Corporate and Other was ($23) million, which is principally related to corporate operations.

Consolidated

Selling, general and administrative expenses for the company in the fourth quarter were $54 million versus $50 million in the prior-year quarter. Interest and debt expense, net, was $32 million versus $36 million in the year-ago quarter. On December 31, 2014, gross consolidated debt was $2,393 million, and debt, net of cash, was $1,114 million. For the quarter, capital expenditures were $81 million and depreciation, depletion and amortization was $70 million.

Full Year 2014 Results

Despite higher Pigment revenue in 2014 compared to 2013, for the full year 2014, revenue of $1,737 million was 10 percent lower than $1,922 million in 2013 as a result of lower Mineral Sands sales volumes and lower selling prices in Pigment and Mineral Sands. Adjusted EBITDA was $353 million compared to adjusted EBITDA of $362 million in the prior year. Adjusted net loss attributable to Tronox Limited was $75 million, or $0.66 per diluted share, compared to an adjusted net loss attributable to Tronox Limited of $169 million, or $1.49 per diluted share, in the prior year.

Pigment

Pigment segment revenue of $1,179 million was 1 percent higher than $1,169 million in the prior year, as higher sales volumes more than offset lower selling prices. Sales volume gains were realized in North America and were partially offset by lower sales volumes in Latin America and Asia. Selling prices were lower in all regions. Segment operating income of $49 million improved significantly from a segment operating loss of $179 million in the prior year as a result of the sales volume gains and lower feedstock costs. For the full year, Pigment adjusted EBITDA was $157 million and adjusted EBITDA margin was 13 percent.

Mineral Sands

Mineral Sands segment revenue of $794 million declined 28 percent from $1,103 million in the prior year, reflecting lower selling prices and our decision to withdraw from the external CP titanium slag market in the second half of 2014. Operating income of $1 million declined from $238 million in the prior year, driven primarily by lower selling prices and sales volumes. Mineral Sands' adjusted EBITDA was $243 million and adjusted EBITDA margin was 31 percent. Mineral Sands segment adjusted EBITDA is calculated before the elimination of gross profit on sales to the Pigment segment that occurs in consolidation at the company level. For the full year 2014, $41 million of Mineral Sands gross profit was eliminated in consolidation and $71 million of previously eliminated gross profit and $3 million related to Mineral Sands lower-of-cost or market activity was reversed, for a net adjusted EBITDA contribution in consolidation of $33 million.

Mineral Sands Production and Sales Volume Statistics



    Production Volume (Thousands of Metric Tons)
    -------------------------------------------

                                                 Full Year 2014     Full Year 2013     Second Half 2014     Second Half 2013
                                                 --------------     --------------     ----------------     ----------------

    CP Titanium Slag                                            358                312                  183                  149

    Synthetic Rutile                                            221                233                  133                  124

    Rutile Prime                                                 71                 70                   38                   39

    Zircon                                                      183                183                   92                  105

    Pig Iron                                                    241                213                  117                   98





    Sales Volume (Thousands of Metric Tons)
       --------------------------------------

                                                 Full Year 2014     Full Year 2013     Second Half 2014     Second Half 2013
                                                 --------------     --------------     ----------------     ----------------

    CP Titanium Slag                                            225                314                   74                  155

    Synthetic Rutile                                            231                232                  139                  120

    Rutile Prime                                                 83                 67                   40                   40

    Zircon                                                      195                236                   97                   91

    Pig Iron                                                    237                220                  124                  105

Corporate and Other

Revenue in Corporate and Other, which includes our electrolytic manufacturing business, of $113 million compares to $128 million realized in 2013. The electrolytic business generated adjusted EBITDA of $4 million, which was offset by adjusted EBITDA of ($84) million related to corporate operations for a net adjusted EBITDA in Corporate and Other of ($80) million. The Corporate and Other loss from operations of $83 million compares to a loss from operations of $70 million in the prior year, primarily due to lower performance in our electrolytic business and higher spending on growth initiatives.

Consolidated

Selling, general and administrative expenses for the company were $192 million compared to $187 million in the prior year. Interest and debt expense was $133 million versus $130 million in the prior year. On December 31, 2014, gross consolidated debt was $2,393 million, and debt, net of cash, was $1,114 million. For the year, capital expenditures were $187 million and depreciation, depletion and amortization was $295 million.

Fourth Quarter 2014 Conference Call and Webcast

Thursday, February 26, 2015, at 8:30 a.m. ET (New York): the live call is open to the public via Internet broadcast and telephone
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: 877.831.3840
International: +1.253.237.1184
Conference ID: 84481437

Conference Call Presentation Slides: will be used during the conference call and are available on our website at http://www.tronox.com/

Conference Call Replay: available via the Internet and telephone beginning on Thursday, February 26, 2015 at 11:30 a.m. ET (New York), until March 3, 2015
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: 855.859.2056
International: +1.404.537.3406
Conference ID: 84481437

About Tronox

Tronox is a global leader in the production and marketing of titanium dioxide pigment, mineral sands and electrolytic products. Through the integration of its pigment and mineral sands businesses, the company provides its customers a dependable supply of brightening solutions for a variety of end uses. For more information, visit http://www.tronox.com.

Forward Looking Statements

Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014.

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.

Use of Non-U.S. GAAP Financial Information

To provide investors and others with additional information regarding Tronox Limited's operating results, we have disclosed in this press release certain non-U.S. GAAP financial measures, including Adjusted EBITDA and adjusted net loss attributable to Tronox. These non-U.S. GAAP financial measures are a supplement to, and not a substitute for or superior to, the company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the company may be different than non-U.S. GAAP financial measures presented by other companies. The non-U.S. GAAP financial measures are provided to enhance the user's overall understanding of the company's operating performance. Specifically, the company believes the non-U.S. GAAP information provides useful measures to investors regarding the company's financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures are not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.

Management believes these non-U.S. GAAP financial measures:


    --  Reflect Tronox Limited's ongoing business in a manner that allows for
        meaningful period-to-period comparison and analysis of trends in its
        business, as they exclude income and expense that are not reflective of
        ongoing operating results;
    --  Provide useful information to investors and others in understanding and
        evaluating Tronox Limited's operating results and future prospects in
        the same manner as management and in comparing financial results across
        accounting periods;
    --  Provide additional view of the operating performance of the company by
        adding interest expenses, taxes, depreciation, depletion and
        amortization to the net income. Further adjustments due to purchase
        accounting and stock-based compensation charges attempt to exclude items
        that are either non-cash or unusual in nature;
    --  Assist investors to assess the company's compliance with financial
        covenants under its debt instruments, and
    --  In addition, Adjusted EBITDA is one of the primary measures management
        uses for planning and budgeting processes and to monitor and evaluate
        financial and operating results. Adjusted EBITDA is not a recognized
        term under U.S. GAAP and does not purport to be an alternative to
        measures of our financial performance as determined in accordance with
        U.S. GAAP, such as net income (loss). Because other companies may
        calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may
        not be, and Adjusted EBITDA as presented in this release is not,
        comparable to similarly titled measures reported by other companies.

We believe that the non-U.S. GAAP financial measure "Adjusted net loss attributable to Tronox Limited" and its presentation on a per share basis, provides useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.

Segment Information

The company has two reportable operating segments, Pigment and Mineral Sands. The Pigment segment primarily produces and markets TiO(2,) and has production facilities in the United States, Australia and the Netherlands. The Mineral Sands segment includes the exploration, mining and beneficiation of mineral sands deposits, as well as heavy mineral production. These operations produce titanium feedstock, including ilmenite, chloride slag, slag fines, synthetic rutile and natural rutile, as well as co-products pig iron and zircon. The company's Corporate and Other operations are comprised of corporate activities and electrolytic operations, which are located in the United States.

Segment performance is evaluated based on segment operating profit (loss), which represents the results of segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, interest expense, other income (expense), and income tax expense or benefit. Sales between segments are generally priced at market.

Media Contact: Bud Grebey
Direct: 203.705.3721

Investor Contact: Brennen Arndt
Direct: 203.705.3722



                                                                              TRONOX LIMITED

                                                            CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP)

                                                       (Millions of U.S. dollars, except share and per share data)


                                                       (UNAUDITED)

                                                    Three Months Ended
                                                       December 31,                      Year Ended December 31,
                                                   -------------------                   -----------------------


                                                                     2014                                     2013        2014         2013
                                                                     ----                                     ----        ----         ----


    Net Sales                                                     $400                                     $436      $1,737       $1,922

                                    Cost of goods
                                    sold                              346                                      382       1,530        1,732



    Gross Profit                                                    54                                       54         207          190

                                    Selling,
                                    general, and
                                    administrative
                                    expenses                         (54)                                    (50)      (192)       (187)

                                    Restructuring
                                    expense                           (5)                                       -       (15)           -



    Income (Loss) from Operations                                  (5)                                       4           -           3

                                    Interest and
                                    debt expense,
                                    net                              (32)                                    (36)      (133)       (130)

                                   Net gain
                                    (loss) on
                                    liquidation
                                    of non-
                                    operating
                                    subsidiaries                        -                                      34        (35)          24

                                    Loss on
                                    extinguishment
                                    of debt                             -                                       -        (8)         (4)

                                    Other income,
                                    net                                15                                       14          27           46



    Income (Loss) before Income Taxes                             (22)                                      16       (149)        (61)

                                    Income tax
                                    provision                       (253)                                    (19)      (268)        (29)



    Net Loss                                                     (275)                                     (3)      (417)        (90)

                                   Net income
                                    attributable
                                    to
                                    noncontrolling
                                    interest                            1                                        4          10           36



    Net Loss attributable to Tronox Limited                     $(276)                                    $(7)     $(427)      $(126)
                                                                 =====                                      ===       =====        =====


    Loss per share, Basic and Diluted:

                                   Basic                          $(2.40)                                 $(0.06)    $(3.74)     $(1.11)

                                   Diluted                        $(2.40)                                 $(0.06)    $(3.74)     $(1.11)


    Weighted Average Shares Outstanding (in
     thousands):

                                   Basic                          115,036                                  113,497     114,281      113,416

                                   Diluted                        115,036                                  113,497     114,281      113,416


    Other Operating Data:
    ---------------------

                                    Capital
                                    expenditures                      $81                                      $61        $187         $165

                                    Depreciation,
                                    depletion and
                                    amortization
                                    expense                           $70                                      $95        $295         $333
                                   --------------                     ---                                      ---        ----         ----



                                                                                                                      TRONOX LIMITED

                                                                                                      SCHEDULE OF ADJUSTED EARNINGS (NON-U.S. GAAP)*

                                                                                                                       (UNAUDITED)

                                                                                               (Millions of U.S. dollars, except share and per share data)



                                                                                    Three Months Ended December 31,                        Year Ended December 31,
                                                                                    -------------------------------                        -----------------------


                                                                                                                 2014                                               2013                       2014                  2013
                                                                                                                 ----                                               ----                       ----                  ----


    Net Sales                                                                                             $400                                                 $436                     $1,737                $1,922

                          Cost of goods sold                      346        396                                            1,530                                             1,764



    Gross Profit                                                                                            54                                                   40                        207                   158

                           Selling, general, and
                           administrative
                           expenses                              (51)      (50)                                           (189)                                            (187)



    Adjusted Income (Loss) from Operations                                                                   3                                                 (10)                        18                  (29)

                           Interest and debt
                           expense                               (32)      (36)                                           (133)                                            (130)

                           Loss on extinguishment
                           of debt                                        -                                               -                                              (8)                        (4)

                          Other income (expense)                      6          14                                               18                                                46


    Adjusted Loss before Income Taxes                                                                     (23)                                                (32)                     (105)                (117)

                           Income tax benefit
                           (provision)                              2       (15)                                              41                                              (20)


    Adjusted Net Loss                                                                                     (21)                                                (47)                      (64)                (137)

                           Income attributable to
                           noncontrolling
                           interest                                 2          1                                               11                                                32



    Adjusted Net Loss attributable to

                           Tronox Limited
                           Shareholders (Non-
                           U.S. GAAP)*                                  $(23)                                           $(48)                                            $(75)                     $(169)



    Diluted adjusted net loss per share,

                           attributable to Tronox
                           Limited Shareholders                         $(0.20)                                         $(0.42)                                          $(0.66)                    $(1.49)



    Weighted average number of shares used in diluted adjusted
     after-tax

                           Loss per share (in
                           thousands)                         115,036    113,497                                          114,281                                           113,416





    * We believe that the non-U.S.
     GAAP financial measure
     "Adjusted net loss attributable
     to Tronox Limited" and its
     presentation on a per share
     basis, provides useful
     information about our operating
     results to investors and
     securities analysts. We also
     believe that excluding the
     effects of these items from
     operating results allows
     management and investors to
     compare more easily the
     financial performance of our
     underlying businesses from
     period to period. Additionally,
     the above schedule is presented
     in a format which reflects the
     manner in which we manage our
     business, and is not in
     accordance with U.S. GAAP.



                                                                                                      TRONOX LIMITED

                                                                                    RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES

                                                                                                        (UNAUDITED)

                                                                                (Millions of U.S. dollars, except share and per share data)


                                                                                                RECONCILIATION OF NET LOSS

                                                                              ATTRIBUTABLE TO TRONOX LIMITED SHAREHOLDERS (U.S. GAAP)

                                                                                                 TO ADJUSTED LOSS

                                                                            ATTRIBUTABLE TO TRONOX LIMITED SHAREHOLDERS (NON-U.S. GAAP)



                                                    Three Months Ended December 31,                         Year Ended December 31,
                                                    -------------------------------                         -----------------------


                                                                                  2014                                                2013       2014       2013
                                                                                  ----                                                ----       ----       ----


    Net loss attributable to Tronox Limited
     Shareholders (U.S. GAAP)                                                   $(276)                                               $(7)    $(427)    $(126)

    Restructuring expense (a)                                                        5                                                   -        15          -

    Contract settlements, net (b)                                                    3                                                   -         3          -

    Pension and postretirement benefit
     curtailment gains (c)                                                         (9)                                                  -       (9)         -

    Net gain (loss) on liquidation of non-
     operating subsidiaries (d)                                                      -                                               (34)        35       (24)

    Acquisition related expense (e)                                                  -                                               (14)         -      (32)

    Tax valuation allowances (f)                                                   255                                                   -       311          -

    Tax and noncontrolling impact of
     restructuring, liquidation of non-operating                                   (1)                                                  7        (3)        13
         subsidiaries and acquisition related items
          (g)


    Adjusted net loss attributable to Tronox
     Limited (Non-U.S. GAAP)                                                     $(23)                                              $(48)     $(75)    $(169)
                                                                                  ====                                                ====       ====      =====


    Diluted net loss per share attributable to
     Tronox Limited (U.S. GAAP)                                                $(2.40)                                            $(0.06)   $(3.74)   $(1.11)

    Restructuring expense, per diluted share                                      0.04                                                   -      0.13          -

    Contract settlements, net, per diluted share                                  0.03                                                   -      0.03          -

    Pension and postretirement benefit
     curtailment gains,per diluted share                                        (0.08)                                                  -    (0.08)         -

    Net gain (loss) on liquidation of non-
     operating subsidiaries, per diluted share                                       -                                             (0.30)      0.31     (0.21)

    Acquisition related expense, per diluted
     share                                                                           -                                             (0.12)         -    (0.28)

    Tax valuation allowances, per diluted share                                   2.22                                                   -      2.72          -

    Tax and noncontrolling impact of
     restructuring, liquidation of non-operating
     subsidiaries and acquisition related items,
     per diluted share                                                          (0.01)                                               0.06     (0.03)      0.11
                                                                                 -----                                                ----      -----       ----

    Diluted adjusted loss per share attributable
     to Tronox Limited (Non-U.S.                                               $(0.20)                                            $(0.42)   $(0.66)   $(1.49)
    GAAP)



    Weighted average shares outstanding, diluted
     (in thousands)                                                            115,036                                             113,497    114,281    113,416
                                                                               =======                                             =======    =======    =======



    (a) Represents severance, outplacement services and other associated
     costs and expenses associated with our cost reduction initiative,
     which began in September 2014.


    (b) Represents
     various
     contract
     settlements,
     net of
     related
     expenses.


    (c) Represents a pension curtailment in the Netherlands and a
     postretirement benefit curtailment in the United States.


    (d) Represents the liquidation of non-operating subsidiaries, Tronox
     Pigments International GmbH in 2014 and the Zurich branch of Tronox
     Luxembourg S.a.r.l. in 2013.


    (e) One-time non-operating items and the effects of the acquisition
     of the mineral sands business.


    (f) Represents an adjustment to account for full valuation allowances
     for deferred tax assets in the Netherlands and Australia in 2014.


    (g) Represents the tax and noncontrolling impact on items referenced
     in notes (a), (d) and (e).



                                                                                    TRONOX LIMITED

                                                                                  SEGMENT INFORMATION

                                                                              (Millions of U.S. dollars)


                                                    (UNAUDITED)

                                          Three Months Ended December 31,          Year Ended December 31,
                                          -------------------------------          -----------------------


                                                                         2014                                2013     2014      2013
                                                                         ----                                ----     ----      ----


    Sales


    Mineral Sands Segment                                                $183                                $248     $794    $1,103

    Pigment Segment                                                       264                                 277    1,179     1,169

    Corporate and Other                                                    30                                  31      113       128

    Eliminations                                                         (77)                              (120)   (349)    (478)
                                                                          ---                                ----     ----      ----


    Net Sales                                                            $400                                $436   $1,737    $1,922
                                                                         ====                                ====   ======    ======


    Income (loss) from Operations


    Mineral Sands Segment                                                $(8)                                $33       $1      $238

    Pigment Segment                                                        19                                (26)      49     (179)

    Corporate and Other                                                  (20)                               (15)    (83)     (70)

    Eliminations                                                            4                                  12       33        14
                                                                          ---                                 ---      ---       ---


    Income (Loss) from Operations                                         (5)                                  4        -        3

    Interest and debt expense, net                                       (32)                               (36)   (133)    (130)

    Net gain (loss) on liquidation of
     non-operating subsidiaries                                             -                                 34     (35)       24

    Loss on extinguishment of debt                                          -                                  -     (8)      (4)

    Other income, net                                                      15                                  14       27        46


    Income (Loss) before Income Taxes                                    (22)                                 16    (149)     (61)

    Income tax provision                                                (253)                               (19)   (268)     (29)
                                                                         ----                                 ---     ----       ---


    Net Loss                                                            (275)                                (3)   (417)     (90)

    Income attributable to noncontrolling
     interest                                                               1                                   4       10        36
                                                                          ---                                 ---      ---       ---


    Net Loss attributable to Tronox
     Limited                                                           $(276)                               $(7)  $(427)   $(126)
                                                                        =====                                 ===    =====     =====



                                                   TRONOX LIMITED

                                            CONSOLIDATED BALANCE SHEETS

                            (Millions of U.S. dollars, except share and per share data)


                                                                                               Year Ended December 31,
                                                                                               -----------------------


                ASSETS                                  2014                              2013
                                                        ----                              ----

    Current Assets

                                      Cash and cash
                                      equivalents                          $1,279                                $1,478

                                      Accounts
                                      receivable, net of
                                      allowance for
                                      doubtful accounts                                 277                                308

                                     Inventories, net                                   770                                759

                                      Prepaid and other
                                      assets                                             42                                 61

                                     Deferred tax assets                                 13                                 47



                                      Total current
                                      assets                                2,381                                 2,653


    Noncurrent Assets

                                      Property, plant and
                                      equipment, net                                  1,227                              1,258

                                      Mineral leaseholds,
                                      net                                             1,058                              1,216

                                      Intangible assets,
                                      net                                               272                                300

                                     Inventories, net                                    57                                  -

                                      Long-term deferred
                                      tax assets                                          9                                192

                                      Other long-term
                                      assets                                             61                                 80



                                     Total assets                          $5,065                                $5,699
                                                                           ======                                ======


                                                                   LIABILITIES AND EQUITY

    Current Liabilities

                                     Accounts payable                        $160                                  $164

                                     Accrued liabilities                                147                                146

                                      Long-term debt due
                                      within one year                                    18                                 18

                                      Income taxes
                                      payable                                            32                                 28

                                      Deferred tax
                                      liabilities                                         9                                  7



                                      Total current
                                      liabilities                             366                                   363


    Noncurrent Liabilities

                                     Long-term debt                                   2,375                              2,395

                                      Pension and
                                      postretirement
                                      healthcare
                                      benefits                                          172                                148

                                      Asset retirement
                                      obligation                                         85                                 90

                                      Long-term deferred
                                      tax liabilities                                   204                                204

                                      Other long-term
                                      liabilities                                        75                                 62



                                      Total
                                      liabilities                           3,277                                 3,262
                                                                            -----                                 -----


    Contingencies and Commitments

    Shareholders' Equity

                                     Tronox Limited
                                      Class A ordinary
                                      shares, par value
                                      $0.01 -65,152,145
                                      shares issued and                                   1                                  1
                                         63,968,616 shares
                                           outstanding at
                                           December 31, 2014
                                           and 64,046,647
                                           shares issued and
                                          62,349,618 shares
                                           outstanding at
                                           December 31, 2013

                                     Tronox Limited
                                      Class B ordinary
                                      shares, par value
                                      $0.01 -51,154,280
                                      shares issued and                         -                                    -
                                          outstanding at
                                           December 31, 2014
                                           and 2013

                                      Capital in excess
                                      of par value                                    1,476                              1,448

                                     Retained earnings                                  529                              1,073

                                      Accumulated other
                                      comprehensive loss                              (396)                             (284)



                                      Total
                                      shareholders'
                                      equity                                1,610                                 2,238

                                      Noncontrolling
                                      interest                                          178                                199



                                     Total equity                           1,788                                 2,437
                                                                                                                 -----


                                      Total
                                      liabilities
                                      and equity                           $5,065                                $5,699
                                                                           ======                                ======



                               TRONOX LIMITED

                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                         (Millions of U.S. dollars)



                                                   Year Ended December 31,
                                                   -----------------------


                                                        2014                 2013
                                                        ----                 ----


    Cash Flows from Operating Activities:

    Net loss                                          $(417)               $(90)

    Adjustments to reconcile net loss to
     net cash provided by operating
     activities:

    Depreciation,
     depletion and
     amortization                                        295                  333

    Deferred
     income taxes                                        237                   33

    Share-based
     compensation
     expense                                              22                   17

    Amortization
     of deferred
     debt issuance
     costs and
     discount on
     debt                                                 10                    9

    Pension and
     postretirement
     healthcare
     benefit
     (income)
     expense                                             (3)                   9

    Net (gain)
     loss on
     liquidation
     of non-
     operating
     subsidiaries                                         35                 (24)

    Loss on
     extinguishment
     of debt                                               8                    4

    Amortization
     of fair value
     inventory
     step-up and
     unfavorable
     ore contracts
     liability                                             -                (32)

    Other noncash
     items
     affecting net
     loss                                                  3                 (15)

    Contributions
     to employee
     pension and
     postretirement
     plans                                              (18)                 (6)

    Changes in assets and liabilities:

    (Increase)
     decrease in
     accounts
     receivable                                           23                   58

    (Increase)
     decrease in
     inventories                                       (101)                  75

    (Increase)
     decrease in
     prepaid and
     other assets                                          9                 (15)

    Increase
     (decrease) in
     accounts
     payable and
     accrued
     liabilities                                          22                 (16)

    Increase
     (decrease) in
     income taxes
     payable                                              20                 (25)

    Other, net                                           (4)                  15
                                                         ---


    Cash provided
     by operating
     activities                                          141                  330
                                                         ---                  ---


    Cash Flows from Investing Activities:

    Capital
     expenditures                                      (187)               (165)

    Proceeds from
     the sale of
     assets                                                -                   1


    Cash used in
     investing
     activities                                        (187)               (164)
                                                        ----                 ----


    Cash Flows from Financing Activities:

    Repayments of
     debt                                               (20)               (189)

    Proceeds from
     debt                                                  -                 945

    Debt issuance
     costs                                               (2)                (29)

    Dividends paid                                     (116)               (115)

    Proceeds from
     the exercise
     of warrants
     and options                                           6                    2


    Cash provided
     by (used in)
     financing
     activities                                        (132)                 614
                                                        ----                  ---


    Effects of
     exchange rate
     changes on
     cash and cash
     equivalents                                        (21)                (18)
                                                         ---                  ---


    Net increase
     (decrease) in
     cash and cash
     equivalents                                       (199)                 762

    Cash and cash
     equivalents
     at beginning
     of period                                         1,478                  716


    Cash and cash
     equivalents
     at end of
     period                                           $1,279               $1,478
                                                      ======               ======


    Supplemental cash flow information:

    Interest paid                                       $126                 $123
                                                        ====                 ====

    Income taxes
     paid                                                 $3                  $25
                                                         ===                  ===




                                                                          TRONOX LIMITED

                                             RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP)

                                                                            (UNAUDITED)

                                                                    (Millions of U.S. dollars)



                                                                     Three Months Ended December 31,                            Year Ended December 31,
                                                                     -------------------------------                            -----------------------


                                                                                      2014                             2013                             2014               2013
                                                                                      ----                             ----                             ----               ----


    Net Loss                                                  $(275)                                $(3)                      $(417)                           $(90)


                               Interest and debt expense, net                             32                               36                              133                130

                               Interest income                                           (3)                             (3)                            (13)               (8)

                               Income tax provision                                      253                               19                              268                 29

                                Depreciation, depletion and
                                amortization expense                                      70                               95                              295                333
                                                                                       ---


    EBITDA                                                                              77                              144                              266                394


                               Share-based compensation                                    5                                1                               22                 17

                               Restructuring expense                                       5                                -                              15                  -

                                Net (gain) loss on liquidation of
                                non-operating subsidiaries                                 -                            (34)                              35               (24)

                               Loss on extinguishment of debt                              -                               -                               8                  4

                                Pension and postretirement benefit
                                curtailment gains                                        (9)                               -                             (9)                 -

                                Amortization of inventory step-up
                                and unfavorable ore sales contracts
                                liability                                                  -                            (14)                               -              (32)

                               Foreign currency remeasurement                            (4)                             (5)                             (4)              (20)

                               Other items (a)                                             7                                4                               20                 23


    Adjusted EBITDA                                              $81                                  $96                         $353                             $362
                                                                 ===                                  ===                         ====                             ====


    Adjusted EBITDA by Segment


    Mineral Sands Segment                                        $54                                  $93                         $243                             $474

    Pigment Segment                                                                     46                                9                              157               (57)

    Corporate and Other                                                               (23)                            (17)                            (80)              (69)

    Eliminations                                                                         4                               11                               33                 14
                                                                                       ---                              ---                              ---                ---


                                                                 $81                                  $96                         $353                             $362
                                                                 ===                                  ===                         ====                             ====



     (a)              Includes
                      noncash
                      pension and
                      postretirement
                      costs,
                      accretion
                      expense,
                      severance
                      expense, gain
                      (loss) on the
                      sale of
                      assets, and
                      other items.

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SOURCE Tronox Limited