STAMFORD, Conn., Nov. 5, 2014 /PRNewswire/ -- Tronox Limited (NYSE:TROX) today reported third quarter 2014 revenue of $429 million compared to $491 million in the third quarter 2013. Excluding external CP titanium slag sales of $40 million in the prior-year quarter to reflect withdrawal from the external CP titanium slag market in the current quarter, revenue of $429 million compares to $451 million in the prior-year quarter, down 5 percent. Adjusted EBITDA increased to $100 million versus $92 million in the prior-year quarter. Adjusted net income attributable to Tronox Limited was $6 million, or $0.05 per diluted share, versus an adjusted net loss of $55 million, or $0.48 per diluted share, in the year-ago quarter.

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Tom Casey, chairman and CEO of Tronox, said: "We delivered strong third quarter performance that reflects our vertical integration. We believe that we can consistently deliver a higher level of consolidated adjusted EBITDA per ton of pigment sold relative to non-integrated pigment producers. Our adjusted EBITDA margin reached 23 percent, the highest in the last eight quarters. Our gross margin on sales of 16 percent improved from 11 percent in the prior year and 12 percent in the prior quarter. Despite what we consider to be essentially trough conditions in Mineral Sands, segment adjusted EBITDA margin was 34 percent versus 39 percent in the prior year and 36 percent in the prior quarter. Pigment adjusted EBITDA of $57 million improved by $60 million versus prior year and the adjusted EBITDA margin of 19 percent increased for the seventh consecutive sequential quarter. 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 -- which is typically five to six months later. We expect feedstock market conditions to gradually improve as pigment plant operating rates have returned to normal and as feedstock inventories are worked down."

Casey concluded: "As we complete the year, we expect to see normal seasonally lighter pigment market conditions and look for positive developments in 2015. We continue to pursue our growth strategy and focus on unlocking superior value in both our operating businesses and across several strategic options."

Third Quarter 2014 Results

Mineral Sands

Mineral Sands segment revenue of $206 million was 16 percent lower than $245 million in the year-ago quarter, reflecting withdrawal from the external CP titanium slag market in the current quarter. Excluding external CP titanium slag sales of $40 million in the prior year, revenue was level to the year-ago quarter. As current selling prices for high grade chloride feedstock currently produce inadequate returns, we expect to sell CP titanium slag and natural rutile solely to our Pigment business and to non-pigment customers until slag market conditions improve. Sales volumes were up 12 percent excluding prior-year external CP titanium slag sales volumes. Selling prices for primary titanium feedstocks declined in the 20 to 25 percent range versus the prior-year quarter. Compared to the second quarter 2014, excluding external CP titanium slag sales in the second quarter, revenue increased 1 percent, as sales volumes declined 2 percent and selling prices increased for rutile prime and modestly for titanium feedstocks. Selling prices for zircon and pig iron remained level to the prior quarter.

Revenue from intercompany sales was $104 million in the quarter. Revenue from external sales was $102 million, including $80 million from zircon and pig iron. Mineral Sands continues to sell 100 percent of its synthetic rutile feedstock to Pigment on an intercompany basis. Zircon revenue increased 6 percent versus the prior-year quarter as sales volumes increased 15 percent and selling prices declined 8 percent. Compared to the second quarter, zircon sales volumes declined 11 percent and selling prices remained level.

Mineral Sands segment operating income of $8 million compares to operating income of $41 million in the year-ago quarter and $18 million in the prior quarter. Adjusted EBITDA was $71 million versus $95 million in the year ago quarter and $81 million in the prior quarter. The adjusted EBITDA margin was 34 percent versus 39 percent in the prior year and 36 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 third quarter, $13 million of Mineral Sands gross profit and $2 million related to Mineral Sands lower-of-cost or market activity was eliminated in consolidation and $9 million of previously eliminated gross profit was reversed, for a net adjusted EBITDA reduction in consolidation of $ 6 million.

Construction continues to progress at our KZN Sands Fairbreeze mine in South Africa. All government permits and authorizations have been received. 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 for this phase of the Fairbreeze mine project are estimated to be approximately $250 million. Approximately $80 million of the $250 million is expected to have been spent through 2014. The remaining $170 million is expected to be spent in 2015 and 2016. A second phase of the Fairbreeze mine project is planned for 2018-2019, with related capital expenditures estimated to be approximately $115 million.

Pigment

Pigment segment revenue of $296 million was 1 percent lower than $300 million in the prior-year quarter, as sales volumes were level and selling prices declined 1 percent. Sales volume gains were achieved in North America offset by declines in Europe, Asia and Latin America. Selling prices were modestly lower in North America and Europe, essentially level in Asia and up modestly in Latin America. Compared to the seasonally stronger second quarter, sales volumes declined while selling prices remained level, marking the fourth consecutive sequential quarter of essentially stable selling prices. At the end of the third quarter, finished pigment inventory was at normal seasonal levels, up from the second quarter and down from the first quarter. Plant utilization rates were in the mid-90 percent range.

Pigment segment operating income of $35 million increased by $64 million versus an operating loss of $29 million in the year-ago quarter. Pigment adjusted EBITDA of $57 million increased by $60 million compared to adjusted EBITDA of ($3) million in the year-ago quarter. The adjusted EBITDA margin reached 19 percent. On a sequential basis, adjusted EBITDA of $57 million improved for the seventh consecutive quarter, up from $37 million in the second quarter. Average feedstock cost reflected in the Pigment segment in the third quarter was $794 per metric ton, down from $834 per metric ton in the second quarter. During the third quarter, 100 percent of feedstock purchases made by Pigment were from Mineral Sands at an average cost of $758 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.

Corporate and Other

Revenue in Corporate and Other, which includes our electrolytic operations, was $31 million as compared to $35 million in the year-ago quarter, primarily as a result of lower sales volumes and selling prices for electrolytic manganese dioxide and lower selling prices for sodium chlorate. Corporate and Other loss from operations of $26 million in the quarter includes $6 million of the $10 million of total restructuring costs recorded in the quarter versus a $20 million loss from operations in the prior-year quarter. Adjusted EBITDA in Corporate and Other was ($22) million, which is principally related to corporate operations.

Consolidated

Selling, general and administrative expenses in the third quarter were $47 million versus $45 million in the prior-year quarter. Interest and debt expense, net, was $34 million versus $32 million in the year-ago quarter. On September 30, 2014, gross consolidated debt was $2,398 million, and debt, net of cash, was $1,053 million. For the quarter, capital expenditures were $39 million and depreciation, depletion and amortization was $68 million.

Third Quarter 2014 Conference Call and Webcast

Thursday, November 6, 2014, 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: (253) 237-1184
Conference ID: 17058696

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 November 6, 2014 at 11:30 a.m. ET (New York), until November 11, 2014.

Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: (855) 859-2056
International: (404) 537-3406
Conference ID: 17058696

About Tronox

Tronox is a global leader in the production and marketing of mineral sands, titanium dioxide pigment 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 are based upon management's current beliefs and expectations and are subject to uncertainty and changes in circumstances and contain words such as "believe," "intended," "expect," and "anticipate" and include statements about expectations for future results including revenues. The forward-looking statements involve risks that may affect the company's operations, markets, products, services, prices and other risk factors 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, 2013. Significant risks and uncertainties may relate to, but are not limited to, our ability to integrate the recently acquired mineral sands business including achieving the expected cost savings; financial, economic, competitive, environmental, political, legal regulatory and technological factors including, our access to unrestricted cash, compliance with our bank facility covenants, the price of our shares, general market conditions, our customers potentially reducing their demand for our products due to, among other things, the economic downturn, more competitive pricing from our competitors, increased supply from our competitors; operating efficiencies and other benefits expected. Unless otherwise required by applicable laws, the company undertakes 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. 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 non-recurring in nature;
    --  Assist investors to assess the company's compliance with financial
        covenants under its debt instruments;
    --  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.

Segment Information

The company has two reportable operating segments, Mineral Sands and Pigment. 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 Pigment segment primarily produces and markets TiO(2,) and has production facilities in the United States, Australia and the Netherlands. 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 income/(loss) from operations, which represents the results of segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, environmental provisions, net of reimbursements, related to sites no longer in operation, interest expense, other income (expense) and income tax expense or benefit.

Media Contact: Bud Grebey
Direct: 203.705.3721

Investor Contact: Brennen Arndt
Direct: 203.705.3722



                                                              TRONOX LIMITED

                                             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                               (UNAUDITED)

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



                                                                              Three Months Ended               Nine Months Ended
                                                                                   September 30,                    September 30,
                                                                             -------------------              ------------------


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


    Net sales                                                           $429                      $491                 $1,337                  $1,486

                                      Cost of goods sold                              361                    437                     1,184                1,350
                                                                                    ---


    Gross profit                                                                     68                     54                       153                  136

                                       Selling, general, and administrative
                                       expenses                                      (47)                  (45)                    (138)               (137)

                                      Restructuring expense                          (10)                     -                     (10)                   -
                                      ----------


    Income (loss) from operations                                                    11                      9                         5                  (1)

                                      Interest and debt expense, net                 (34)                  (32)                    (101)                (94)

                                       Net loss on liquidation of non-
                                       operating subsidiaries                        (35)                  (10)                     (35)                (10)

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

                                      Other income, net                                 9                      -                       12                   32
                                      ----------


    Loss before income taxes                                                       (49)                  (33)                    (127)                (77)

                                      Income tax provision                           (41)                   (8)                     (15)                (10)
                                                                                   ----


    Net loss                                                                       (90)                  (41)                    (142)                (87)

                                       Net income attributable to
                                       noncontrolling interest                          3                      8                         9                   32
                                                                                    ---


    Net loss attributable to Tronox
     Limited                                                           $(93)                    $(49)                $(151)                 $(119)
                                                                        ====                      ====                  =====                   =====


    Loss per share, basic and diluted                                $(0.82)                  $(0.43)               $(1.33)                $(1.05)
                                                                      ======                    ======                 ======                  ======


    Weighted average shares
     outstanding, basic and diluted
     (in thousands)                                                             114,530                113,459                   114,026              113,389
                                                                                =======                =======                   =======              =======


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

                                      Capital expenditures                            $39                    $25                      $101                 $104

                                       Depreciation, depletion and
                                       amortization expense                           $68                    $92                      $225                 $238
                                      ----------------------------                    ---                    ---                      ----                 ----



                                                                             TRONOX LIMITED

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

                                                                               (UNAUDITED)

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



                                                                                                         Three Months Ended              Nine Months Ended
                                                                                                              September 30,                   September 30,
                                                                                                        -------------------             ------------------


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


    Net sales                                                                                      $429                     $491                 $1,337                    $1,486

                                                                 Cost of goods sold                              361                   461                     1,184                  1,368
                                                                                                               ---


    Gross profit                                                                                                68                    30                       153                    118

                                                                  Selling, general, and administrative
                                                                  expenses                                      (47)                 (45)                    (138)                 (137)
                                                                                                              ----


    Adjusted income (loss) from
     operations                                                                                                 21                  (15)                       15                   (19)

                                                                 Interest and debt expense, net                 (34)                 (32)                    (101)                  (94)

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

                                                                 Other income, net                                 9                     -                       12                     32
                                                                 ----------


    Adjusted loss before income
     taxes                                                                                                     (4)                 (47)                     (82)                  (85)

                                                                 Income tax benefit (provision)                   13                   (1)                       39                    (5)
                                                                                                               ---

    Adjusted net income (loss)                                                                                   9                  (48)                     (43)                  (90)

                                                                  Net income attributable to
                                                                  noncontrolling interest                          3                     7                         9                     31
                                                                                                               ---


    Adjusted net income (loss) attributable to

                                                                 Tronox Limited (Non-U.S. GAAP)*                  $6                 $(55)                    $(52)                $(121)
                                                                 =========================


    Basic adjusted income (loss) per share, attributable to
     Tronox Limited

                                                        $0.05                                   $(0.48)                          $(0.46)                             $(1.07)
                                                        =====                                    ======                           ======                              ======

    Diluted adjusted income (loss) per share, attributable to
     Tronox Limited

                                                        $0.05                                   $(0.48)                          $(0.46)                             $(1.07)
                                                        =====                                    ======                           ======                              ======


    Weighted average shares
     outstanding, basic (in
     thousands)                                                                                            114,530               113,459                   114,026                113,389
                                                                                                           =======               =======                   =======                =======


    Weighted average shares
     outstanding, diluted (in
     thousands)                                                                                            117,063               113,459                   114,026                113,389
                                                                                                           =======               =======                   =======                =======



    * 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 (U.S. GAAP)

                                     TO ADJUSTED NET INCOME (LOSS)

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



                                             Three Months Ended                 Nine Months Ended
                                               September 30,                     September 30,
                                            -------------------                ------------------


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


    Net loss attributable
     to Tronox Limited
     (U.S. GAAP)                                 $(93)                  $(49)                  $(151)    $(119)


    Restructuring expense
     (a)                                            10                       -                      10          -


    Net loss on
     liquidation of non-
     operating
     subsidiaries (b)                               35                      10                       35         10


    Acquisition related
     expense (c)                                     -                   (24)                       -      (18)


    Tax valuation
     allowance in The
     Netherlands (d)                                56                       -                      56          -


    Tax and
     noncontrolling
     impact of
     restructuring,
     liquidation of non-
     operating
     subsidiaries and
     acquisition related
     items (e)                                     (2)                      8                      (2)         6
                                                   ---                     ---                      ---        ---


    Adjusted net income
     (loss) attributable
     to Tronox Limited
     (Non-U.S. GAAP)                                $6                   $(55)                   $(52)    $(121)
                                                   ===                    ====                     ====      =====


    Diluted loss per
     share attributable
     to Tronox Limited
     (U.S. GAAP)                               $(0.82)                $(0.43)                 $(1.33)   $(1.05)


    Restructuring expense                         0.09                       -                    0.09          -


    Net loss on
     liquidation of non-
     operating
     subsidiaries, per
     diluted share                                0.31                    0.09                     0.31       0.09


    Acquisition related
     expense, per diluted
     share                                           -                 (0.21)                       -    (0.15)


    Tax valuation
     allowance in The
     Netherlands                                  0.49                       -                    0.49          -


    Tax and
     noncontrolling
     impact of
     restructuring,
     liquidation of non-
     operating
     subsidiaries and
     acquisition related
     items, per diluted
     share                                      (0.02)                   0.07                   (0.02)      0.05


    Diluted adjusted
     income (loss) per
     share attributable
     to Tronox Limited
     (Non-U.S. GAAP)                             $0.05                 $(0.48)                 $(0.46)   $(1.07)
                                                 =====                  ======                   ======     ======


    Weighted average
     shares outstanding,
     diluted (in
     thousands)                                117,063                 113,459                  114,026    113,389
                                               =======                 =======                  =======    =======



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


    (b) 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.


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


    (d) Represents an adjustment to
     account for a full valuation
     allowance for Netherlands deferred
     tax assets, which include a $42
     million provision and a $14 million
     reversal of 2014 tax benefits.


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


                                         TRONOX LIMITED

                                      SEGMENT INFORMATION

                                          (UNAUDITED)

                                   (Millions of U.S. dollars)



                                           Three Months Ended         Nine Months Ended
                                             September 30,             September 30,
                                          -------------------        ------------------


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


    Sales


    Mineral Sands segment                     $206              $245                    $611      $855

    Pigment segment                            296               300                     915       892

    Corporate and Other                         31                35                      83        97

    Eliminations                             (104)             (89)                  (272)    (358)
                                              ----               ---                    ----      ----


    Net sales                                 $429              $491                  $1,337    $1,486
                                              ====              ====                  ======    ======


    Income (loss) from operations


    Mineral Sands segment                       $8               $41                      $9      $205

    Pigment segment                             35              (29)                     30     (153)

    Corporate and Other                       (26)             (20)                   (63)     (55)

    Eliminations                               (6)               17                      29         2
                                               ---               ---                     ---       ---


    Income (loss) from operations               11                 9                       5       (1)

    Interest and debt expense, net            (34)             (32)                  (101)     (94)

    Net loss on liquidation of
     non-operating subsidiaries               (35)             (10)                   (35)     (10)

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

    Other income, net                            9                 -                     12        32


    Loss before income taxes                  (49)             (33)                  (127)     (77)

    Income tax provision                      (41)              (8)                   (15)     (10)
                                               ---               ---                     ---       ---


    Net loss                                  (90)             (41)                  (142)     (87)

    Net income attributable to
     noncontrolling interest                     3                 8                       9        32
                                               ---               ---                     ---       ---


    Net loss attributable to
     Tronox Limited                          $(93)            $(49)                 $(151)   $(119)
                                              ====              ====                   =====     =====


                                                                               TRONOX LIMITED

                                                                    CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                 (UNAUDITED)

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




                                      ASSETS                                                September 30, 2014                      December 31, 2013
                                                                                            ------------------                      -----------------

    Current Assets

                            Cash and cash
                            equivalents                               $1,345                                                $1,478

                            Accounts
                            receivable, net
                            of allowance for
                            doubtful accounts                  304                                                      308

                           Inventories, net                    778                                                      759

                            Prepaid and other
                            assets                              52                                                       61

                            Deferred tax
                            assets                              29                                                       47



                            Total current
                            assets                 2,508                    2,653


    Noncurrent Assets

                            Property, plant
                            and equipment,
                            net                              1,201                                                    1,258

                            Mineral
                            leaseholds, net                  1,092                                                    1,216

                            Intangible assets,
                            net                                279                                                      300

                            Long-term
                            deferred tax
                            assets                             203                                                      192

                            Other long-term
                            assets                              64                                                       80


                           Total assets                                $5,347                                                $5,699
                                                                       ======                                                ======


                                               LIABILITIES AND EQUITY

    Current Liabilities

                           Accounts payable                             $139                                                  $164

                            Accrued
                            liabilities                        142                                                      146

                            Long-term debt
                            due within one
                            year                                18                                                       18

                            Income taxes
                            payable                             31                                                       28

                            Deferred tax
                            liabilities                                    -                                                    7


                            Total current
                            liabilities              330                      363


    Noncurrent Liabilities

                           Long-term debt                    2,380                                                    2,395

                            Pension and
                            postretirement
                            healthcare
                            benefits                           132                                                      148

                            Asset retirement
                            obligations                         89                                                       90

                            Long-term
                            deferred tax
                            liabilities                        177                                                      204

                            Other long-term
                            liabilities                         73                                                       62



                            Total
                            liabilities            3,181                    3,262
                                                   -----                    -----


    Contingencies and Commitments

    Shareholders' Equity

                           Tronox Limited
                            Class A ordinary
                            shares, par value
                            $0.01 -
                            65,088,376 shares
                            issued and
                            63,516,207 shares
                            outstanding at
                            September 30,
                            2014 and
                            64,046,647 shares
                            issued and
                            62,349,618 shares
                            outstanding at
                            December 31, 2013                    1                                                        1

                           Tronox Limited
                            Class B ordinary
                            shares, par value
                            $0.01 -
                            51,154,280 shares
                            issued and
                            outstanding at
                            September 30,
                            2014 and December
                            31, 2013                                       -                                                    -

                            Capital in excess
                            of par value                     1,471                                                    1,448

                           Retained earnings                   835                                                    1,073

                            Accumulated other
                            comprehensive
                            loss                             (325)                                                   (284)



                            Total
                            shareholders'
                            equity                 1,982                    2,238

                            Noncontrolling
                            interest                           184                                                      199



                           Total equity            2,166                    2,437


                            Total
                            liabilities
                            and equity                                 $5,347                                                $5,699
                                                                       ======                                                ======


                                TRONOX LIMITED

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)

                          (Millions of U.S. dollars)



                                                      Nine Months Ended
                                                        September 30,


                                                          2014            2013
                                                          ----            ----


    Cash Flows from Operating Activities:

    Net loss                                            $(142)          $(87)

    Adjustments to reconcile net loss to net
     cash provided by (used in) operating
     activities:

    Depreciation,
     depletion and
     amortization                                          225             238

    Deferred income taxes                                 (13)             14

    Share-based
     compensation expense                                   17              16

    Amortization of
     deferred debt
     issuance costs and
     discount on debt                                        7               7

    Pension and
     postretirement
     healthcare benefit
     expense                                                 4               7

    Net loss on
     liquidation of non-
     operating
     subsidiaries                                           35              10

    Loss on extinguishment
     of debt                                                 8               4

    Other noncash items
     affecting net loss                                      4            (14)

    Contributions to
     employee pension and
     postretirement plans                                 (15)            (4)

    Changes in assets and liabilities:

    (Increase) decrease in
     accounts receivable                                   (4)              -

    (Increase) decrease in
     inventories                                          (42)            106

    (Increase) decrease in
     prepaid and other
     assets                                                  6             (7)

    Increase (decrease) in
     accounts payable and
     accrued liabilities                                  (16)           (42)

    Increase (decrease) in
     income taxes payable                                   18            (23)

    Other, net                                             (3)           (15)
                                                           ---             ---


    Cash provided by
     operating activities                                   89             210
                                                           ---             ---


    Cash Flows from Investing Activities:

    Capital expenditures                                 (106)          (104)


    Cash used in investing
     activities                                          (106)          (104)
                                                          ----            ----


    Cash Flows from Financing Activities:

    Repayments of debt                                    (16)          (185)

    Proceeds from debt                                       -            945

    Debt issuance costs                                    (2)           (29)

    Dividends paid                                        (87)           (86)

    Proceeds from the
     exercise of warrants
     and options                                             5               1


    Cash provided by (used
     in) financing
     activities                                          (100)            646
                                                          ----             ---


    Effects of exchange
     rate changes on cash
     and cash equivalents                                 (16)           (11)
                                                           ---             ---


    Net (decrease)
     increase in cash and
     cash equivalents                                    (133)            741

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


    Cash and cash
     equivalents at end of
     period                                             $1,345          $1,457
                                                        ======          ======


                                                     TRONOX LIMITED

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

                                                      (UNAUDITED)

                                               (Millions of U.S. dollars)



                                                               Three Months Ended               Nine Months Ended
                                                                   September 30,                   September 30,
                                                              -------------------              ------------------


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


    Net loss                                                     $(90)                  $(41)                  $(142)          $(87)


                    Interest and debt expense, net                    34                      32                      101              94

                    Interest income                                  (4)                    (3)                    (10)            (5)

                    Income tax provision                              41                       8                       15              10

                     Depreciation, depletion and amortization
                     expense                                          68                      92                      225             238
                                                                   ---


    EBITDA                                                          49                      88                      189             250


                    Share-based compensation                           5                       5                       17              16

                    Restructuring expense                             10                       -                      10               -

                    Loss on extinguishment of debt                     -                      -                       8               4

                     Net loss on liquidation of non-
                     operating subsidiaries                           35                      10                       35              10

                     Amortization of inventory step-up and
                     unfavorable ore sales contracts
                     liability                                         -                   (24)                       -           (18)

                    Foreign currency remeasurement                   (4)                      4                        -           (15)

                    Other items (a)                                    5                       9                       13              19


    Adjusted EBITDA                                      $100                     $92                    $272             $266
                                                         ====                     ===                    ====             ====



     (a)              Includes
                      noncash
                      pension and
                      postretirement
                      costs,
                      accretion
                      expense,
                      severance
                      expense, and
                      other items.

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SOURCE Tronox Limited