Brennen Arndt - Vice President-Investor Relations Thomas J. Casey - Chairman & Chief Executive Officer Katherine Carolyn Harper - Chief Financial Officer & Senior Vice President Edward T. Flynn - Executive Vice President and President, Tronox Alkali, Tronox Ltd. Jean-François Turgeon - Executive Vice President and President, Tronox Titanium Dioxide.

Hassan I. Ahmed - Alembic Global Advisors LLC John E. Roberts - UBS Securities LLC Des Kilalea - RBC Europe Ltd. (Broker) Ian Corydon - B. Riley & Co. LLC James P. Finnerty - Citigroup Global Markets, Inc. (Broker) Bill Hoffmann - RBC Capital Markets LLC Brian J. Lalli - Barclays Capital, Inc. Edlain Rodriguez - UBS Securities LLC Richard J.

Hatch - RBC Europe Ltd. (Broker).

Good day ladies and gentlemen and welcome to the Tronox Limited Second Quarter 2015 Earnings Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. As a reminder, this conference call is being recorded.

I would now like to introduce your host for today's conference Brennen Arndt, Vice President of Investor Relations. Please begin..

Thank you Lotoya and welcome to Tronox Limited's second quarter 2015 conference call and webcast. With me today are Tom Casey, Chairman and CEO; who will review our second quarter performance; and Kathy Harper, Senior Vice President and CFO, who will report on our financial position.

Tom will conclude our remarks today with a discussion of our strategic focus and we'll then take your questions. Joining us for the Q&A session will be Jean-Francois Turgeon, President of Tronox TiO2 and Ed Flynn, President of Tronox Alkali. We will be using slides as we move through the conference call.

Those of you listening by Internet broadcast through our website should already have them, for those of you listening by telephone, if you haven't already done so, you can access them on our website at tronox.com.

A reminder that our discussion today will include certain statements that are forward-looking and subject to various risks and uncertainties including, but not limited to, the specific factors summarized in our 2014 Form 10-K and other SEC filings. This information represents our best judgment today based on today's information.

However, actual results may vary based on these risks and uncertainties. The company undertakes no obligation to update or revise any forward-looking statements. During the conference call, we will refer to certain non-U.S.

GAAP financial terms that we use in the management of our business including EBITDA, adjusted EBITDA, and adjusted earnings per diluted share. EBITDA represents net income before net interest expense, income tax, and depreciation, depletion and amortization expense.

Adjusted EBITDA represents EBITDA as further adjusted for non-cash, unusual and non-recurring items. Adjusted earnings per diluted share represents EPS adjusted for unusual or non-recurring items on a fully diluted basis. A reconciliation is provided in our earnings release.

Moving to slide three, as you saw on our press release, Tronox has moved to two reportable segments TiO2 and Alkali.

They represent the reportable segments that directly align with the manner in which we run the company that is two separate vertically integrated businesses and for which separate financial information is available and utilized on a regular basis by our Chief Executive Officer, Tom Casey to assess performance, align strategies and allocate resources.

As a result of the increased interdependency between the Pigment and Mineral Sands businesses and related organizational changes, we determine that it was better to review the Pigment and Mineral Sands businesses along with our electrolytic business as a combined one TiO2 and to assess performance, align strategies and allocate resources.

Following the Alkali acquisition, we restructured our organization to reflect two integrated businesses as I said TiO2 and Alkali as our two operating and reportable segments with functions that report to Jean-Francois Turgeon, President, TiO2; and Ed Flynn, President, Alkali who report directly to Tom.

So in summary our TiO2 operating segment includes the exploration, mining and beneficiation of mineral sands deposits, heavy mineral production of titanium feedstock, which includes chloride slags, slag fines and rutile as well as pig iron and zircon, the production and marketing of TiO2 and the electrolytic manganese dioxide manufacturing and marketing.

Our Alkali operating segment includes the exploration, mining and beneficiation of trona ore and the production and marketing of natural soda ash and its derivatives, sodium bicarbonate, sodium sesquicarbonate and caustic soda.

We will be providing pro forma numbers for our new segments in a few weeks providing them for the past five quarters, all of 2014 and the first quarter of 2015. Tom..

Thank you very much Brennen and thank you all for participating in our call this quarter. In summary, let me start with what we think is the main point. We delivered a high level of adjusted EBITDA and generated a significant cash balance in our first quarter of operating our two vertically integrated businesses.

Together, these businesses generated adjusted EBITDA of $135 million excluding the net non-cash LCM charge and after capital expenditures of $61 million, they delivered $74 million of cash to the company in the second quarter.

We think this quarter's performance demonstrated our cash generation strength even under the difficult market conditions that presently characterize the TiO2 market.

In addition, we are actively working hard to increase our cash generation from various sources across the company including reducing our operating costs and our working capital including surplus feedstock inventories in our TiO2 business.

For example, in the second quarter, we signed a major contract with a non-pigment company to sell high-quality ilmenite that we have previously stockpiled in a transaction that will produce cash of approximately $35 million to $37 million over the next six quarters.

While it is a significant new source of cash all by itself, this transaction is but one example of our heightened focus on cash generation. However, supply continues to exceed demand in the global TiO2 industry and selling prices are at levels that are producing unsatisfactory returns.

As a result, production capacity of both pigment and feedstock has been and will continue to be removed by multiple operators around the world. We are already seeing this across all the major regions – in China, in Europe, South Africa, Australia and North America.

For our part, we have reduced production volumes at both our pigment and feedstock operations to lower our costs to further reduce inventory thereby freeing cash and accelerating the return to a supply demand balance in our markets.

Production has been suspended at one of our six processing lines in Hamilton and one of our four processing lines at Kwinana, both of which are pigment plants. Together these processing line curtailments represent approximately 15% of total pigment production.

We have also suspended operation of one of our slag smelters at KZN Sands in South Africa which has reduced our slag production capacity by approximately 12%. As a result of these actions by ourselves and by others, supply and demand will return to bounce at an accelerated pace.

In the meantime, we expect our sales volumes for both pigment products and titanium feedstocks to be unaffected as we intend to meet demand from our reduced production volumes and from tapping into our finished goods inventories.

If demand exceeds our forecasts over the balance of 2015, we have the operating flexibility to ramp up production very quickly.

During these market conditions, our TiO2 business generated adjusted EBITDA of $85 million and delivered cash of $28 million in the quarter even with average selling prices for pigment products 5% lower than they were in the first quarter. Our Alkali business continued its strong operating performance in its first quarter within Tronox.

Alkali generated $50 million of adjusted EBITDA and delivered $46 million of cash. Alkali continues to operate in sold-out mode driven by strong export demand growth and a continued recovery in the domestic market. The benefits of having Alkali in our portfolio are many.

But the high cash generation is particularly valuable in this current period, given the TiO2 market conditions.

Even based on our conservative pricing assumptions, with the cash generating strength of our two operating businesses, coupled with cash sourced from reductions in operating costs in working capital and CapEx, we expect to generate positive free cash flow in 2016, after capital expenditures, after interest expense and after the dividend payments, which we intend to continue.

We intend to focus any cash surplus over this on deleveraging and providing for the future growth of our company.

Our board has thoughtfully reviewed our cash generation abilities and forecasts and the state of the markets we serve and the interests of our shareholders, and as a result has reaffirmed its intention to provide shareholders a return on their investment even under these challenging conditions in our TiO2 segment.

And therefore for the 13th straight quarter, our board declared a quarterly dividend of 25%, which currently yields approximately 9% on our stock price. Moving to our operating results now for the second quarter and this material now begins on slide four (sic) [slide five].

In the TiO2 segment, our revenue was $409 million; that was 17% lower than $490 million in the prior quarter, primarily the result of lower pigment products sales.

Revenue from the sales of pigment products declined 19% year-on-year because sales volumes declined 4% and average selling prices declined 16% year-on-year, which was 11% on a local currency basis.

Sales volumes for our pigment products rebounded in EMEA, the Europe and Middle East, Africa markets, declined in Asia-Pacific and it softened modestly because of some action at specific clients in North America versus the year-ago quarter.

Sales of titanium feedstock and its co-products, including zircon and pig iron, declined 15% versus the year-ago quarter. Selling prices though for titanium feedstocks increased in the 4% to 6% range. Sales volumes increased for CP titanium slag and rutile products declined.

Zircon sales volume remained at normal levels but were lower compared to the very strong sales volumes in the year-ago quarter and selling prices declined modestly over the period.

Compared sequentially to the first quarter, TiO2 segment revenue of $409 million increased by 6% versus the $385 million in the first quarter, which was driven by 13% higher sales volumes of pigment products.

Pigment product revenue increased 8% as that 13% sales volume increase was partially offset by 5% lower average selling prices or 3% on a local currency basis. Pigment sales volume gains were realized across North America, EMEA and Asia-Pacific. Finished pigment inventory at the end of the second quarter was modestly above our normal seasonal levels.

Sales of titanium feedstocks and co-products increased 2% versus the quarter, the prior quarter. Sales volumes for titanium feedstocks were lower while selling prices for CP titanium slag increased 3% and rutile products' price remained level.

Zircon sales increased 12% driven by an 18% higher sales volume, partially offset by a 5% selling price decline. Capital expenditures of $57 million in the quarter included $31 million related to the Fairbreeze mine project that will supply feedstock to the slag furnaces at our KZN Sands facility and provide new zircon and rutile co-products.

The Fairbreeze mine is expected to be commissioned as planned by the end of 2015 and will ramp to full operational status through early 2016, achieving that we expect by mid-2016. The production of ilmenite feedstock and the co-products zircon and rutile will ramp to full production by that mid-2016 time.

Total capital expenditures related to the Fairbreeze mine from project commencement through 2016 are estimated to be approximately $225 million. Approximately $125 million was spent through the second quarter of 2015.

We have evaluated the output of the Fairbreeze mine and have decided to consume the natural rutile that Fairbreeze will produce internally to improve the quality of the feedstock blend we use in our pigment plants. This is our current intention.

We estimate the EBITDA in 2016 from the sale of the zircon co-product coupled with the efficiency gains we will realize in our downstream smelting at KZN and pigment operations from the mine's high-quality feedstock will be approximately $45 million to $50 million, again after we consume all the rutile internally.

This 2016 EBITDA is all incremental to 2015. To repeat, TiO2 generated adjusted EBITDA of $85 million excluding that non-cash LCM charge, which was caused by the ilmenite sale transaction I mentioned earlier.

With that level of EBITDA and even after capital expenditures of $57 million, TiO2 delivered positive cash of $28 million to the company in that quarter. Again, beyond that and beyond the Alkali contribution, we also are actively enhancing our cash generation, not only in the TiO2 business but across the company.

In addition, since a substantial portion of our operating costs are incurred in currencies that have depreciated relative to the U.S. dollar, specifically Australia dollar and South African rand, we believe our cost structure has improved in U.S. dollar terms more than that of other producers whose cost structure is not reducing relative to its U.S.

dollar revenue stream to the same extent ours is. Moving to our Alkali business which is covered on slide five (sic) [slide six]. Alkali segment revenue of $208 million increased 8% compared to $194 million in the year-ago quarter on a pro forma basis. Sales volumes gained 4% and average selling prices increased by 3%.

Export sales led the volume growth supported by increased demand in the domestic market. Higher selling prices were realized in both export and domestic markets.

Compared sequentially to the first quarter on a pro forma basis, Alkali revenue increased 7% as sales volumes increased 8%, again led by export volume growth and supported by increased momentum in the domestic market. Average selling prices declined 1% as a result largely of customer and regional mix.

Alkali continues in the sold-out mode driven by strong export growth I mentioned and also the continued recovery in the domestic market. Its adjusted EBITDA of $50 million increased compared to the pro forma adjusted EBITDA of $44 million in the prior-year quarter, driven by higher selling prices and sales volumes coupled with lower energy costs.

Compared sequentially, adjusted EBITDA also increased from a pro forma measure of $41 million in the prior quarter. Capital expenditures in the second quarter were $4 million. So given the adjusted EBITDA of $50 million and the capital expenditures of $4 million, Alkali delivered $46 million in cash in the second quarter.

We are on track to deliver after-tax cash synergies of more than $30 million in the first full year growing to more than $60 million annually by year three, including utilization of Tronox's U.S. tax attributes. I'll now turn the call over to Kathy Harper for a report on our financial condition. Kathy..

Thanks Tom. I'll begin with the review of income statement items then move to a discussion of our balance sheet and cash flow. On the income statement, corporate adjusted EBITDA was negative $19 million in the second quarter versus negative $17 million in the year-ago quarter and negative $21 million in the prior quarter.

As Brennen noted at the beginning of the call, electrolytics is included in the TiO2 segment not in these numbers as in prior quarters.

The corporate loss from operations of $34 million includes one-time expenses of approximately $21 million related to the Alkali acquisition and compares to $15 million in the prior-year quarter and $18 million in the prior quarter.

Selling, general and administrative expenses for the company in the second quarter was $72 million including the one-time expense of approximately $21 million related to the Alkali acquisition and ongoing expenses of approximately $7 million related to Alkali business operation.

This compares to $45 million in the prior-year quarter and $44 million in the prior quarter. Neither of the prior quarters contained the acquisition expense or the Alkali SG&A. Regarding foreign exchange, our exposure to currency exchange rates is in Australia, South Africa and the Netherlands.

The exposure sensitive to the South African rand and Australian dollar. The majority of revenues are earned in U.S. dollars, while expenses are primarily incurred in local currencies. The foreign exchange risk in Europe is partially mitigated as the majority of revenues and expenses are in the same local currency creating a partial natural hedge.

Interest and debt expense of $52 million increased from $33 million in the year-ago quarter, primarily due to a higher debt level and a bridge loan financing expense of $8 million related to the Alkali acquisition. For the quarter, capital expenditures were $61 million and depreciation, depletion and amortization was $75 million.

This is up versus prior quarter for the addition of Alkali and down versus prior-year Q2 as depletion expenses declines more than offset the Alkali addition. On June 30, 2015 gross consolidated debt was $3.134 billion and debt net of cash $2.929 billion.

We remain committed to our de-leveraging program and while the components of EBITDA growth and cash generation may differ from our original plan, our goal remains unchanged. An important component of enhancing our cash generation is working capital reduction.

Through inventory reduction and accounts payable and receivable initiatives, we expect to generate $100 million in cash through working capital reductions by mid-year 2015. Noting our change of reporting segments, we are committed to providing trailing five quarters of data on our segment basis in the next few weeks.

I'll now turn the call back to Tom for a discussion of our strategic focus.

Tom?.

Thanks Kathy. As we look at our company today, we see multiple sources of value creation potential.

The first and most important of course, is what we believe is the inevitable turn in the TiO2 market and the resulting impact on us as we capture enhanced margins at both the feedstock levels and at the pigment level, which we think will put us in a better position to benefit from that recovery relative to the market as a whole.

We also value greatly the stability and cash generation of our Alkali business. As you heard, Alkali performed very well, produced $50 million of EBITDA, only consumed $4 million of CapEx and contributed a substantial amount of cash to the parent company, and I'm looking at Ed and thanking him.

Our increase, our focus on increasing and enhancing our operating efficiency and increasing free cash generation across the company in combination with the cash generative strength of the operating businesses that we showed in this quarter allows us to have a great deal of confidence about our improvement even in these conditions and as I said before, our ability to produce positive cash flows and contribute to our de-leveraging in 2016.

Finally, we remain with the $9.8 billion portfolio of tax attributes that we have talked about before and I won't belabor that.

But – and finally, we have at the current share price which of course we consider to be an inappropriately low price for our shares, we have a very high-yielding quarterly dividend which we think adds to the investment attractiveness of our stock.

In many respects, 2015 is a transitional year for TiO2, as we continue to see challenges in the second quarter and we expect that those challenges will continue in the third quarter.

However, the industry seems to be responding more quickly than in the past to changes in global demand caused in our view largely by the slowing of the Chinese economy and the knock-on effect that has had in Asia-Pacific.

We do not see that exports from China or from Europe are playing a material role in the competitive balance particularly in the North American market. And let me give you some statistics on that that we obtained from the Global Trade Information Services, subsidiary of IHS.

China exports to the United States declined 5.7% year-on-year in the first half of this year and 21.1% in quarter two, that is from April to June. So China exports to the United States declined 5.7% year-on-year. And that's according to Chinese data reports.

European exports to the United States declined 18.4% year-to-date compared to – this is measurement January through May compared to the same period in 2014 and 8.8% in the last three months, March to May. So again, both exports into the United States markets from China and from Europe are declining in fact.

We don't think that that the huge influx of supply competing in that market explains the pricing behavior that we see in any of the regional markets – or in the North American market, excuse me. We expect that as production responses occur by the operators, that will accelerate the churn to an improved supply-demand balance.

We think we've transitioned to a stronger model with the operation of our two vertically integrated businesses.

Based on the increasing cash generation of both our businesses, again, we will continue to focus on our de-leveraging objectives as Kathy said, while continuing our dividend payments and investing for the future growth in the company and we believe that our operating basis will allow us to do all of those things.

As I've said many times, we view ourselves as a consolidator in the TiO2 market and we believe that consolidation will benefit that market. We continue to evaluate opportunities in that space. With that, I thank you. And operator, we'll be happy to open up the call and answer any questions there may be..

Thank you. The first question is Hassan Ahmed of Alembic Global. Your line is now open..

Good morning Tom..

Good morning Hassan..

Still getting used to the sort of new segments, so apologies, if I refer to legacy segments. So a two-part question on the legacy mineral segment. Historically, you guys would break out the average price at which you were purchasing your feedstock, for Q1 of 2015 you talked about it being around $730 a ton.

This is obviously the pigment segment purchasing feedstocks.

So where did that stand in Q2?.

Again, there is, we have been – we don't, we're not going to talk about the profitability of, or I'm not going to talk about the profitability of individual products in either the Alkali business or the TiO2 business, but I believe – I believe we said in the main presentation that CP slag prices increased in the period and increased year-on-year..

Okay, fair enough. Now, again, referencing the mineral segment, I mean you talked about some curtailments that you guys are doing as well as the broader industry is doing as well. Now, again, if I look back at Q1, your mineral segment generated near 30% EBITDA margins.

You know, I mean pretty high, keeping in mind you know the sort of macro picture and the like.

I mean, I would imagine relative to Q1, you wouldn't have seen too much deterioration in mineral segment EBITDA margin, so I'm just trying to reconcile that, yes, while I completely understand inventories are bloated, pricing is under pressure and the like, but EBITDA margins continue to look good, so why is it that these curtailments are happening on the mineral side of things?.

Well, as you recall Hassan, we suspended sales at the prices that were in the market in the second half of 2014 and we did that both because we found the price level unacceptable but also that we knew that we would be taking down smelters for scheduled maintenance in 2015 and so we wanted to build inventory, we wanted to build inventory in order to carry us through that period when we brought those smelters down.

Now, what we decided to do, because when we decided to reduce the production of pigment at Hamilton and Kwinana that obviously reduced our demand for feedstock, because we are producing less pigment therefore we need less feedstock.

And so rather than build up the inventories more than we had built them in order to supply our pigment operation this year, we decided to slow down that slag smelter, in part – not so much because we thought that that market had turned terribly poorly but rather in response to our decision to slow down pigment.

So we have slag inventory that we built up in the second half of 2014, we expected that that would be sufficient to carry us through all of our maintenance in 2015.

We've now slowed the pigment operation down somewhat and that will then mean we have less demand which means we work through the slag inventories more slowly, and so why add to that slag inventory. That's our theory. We can reduce our costs, conserve our cash, support our pigment operation at the rate we expect it to grow.

And the key thing about the suspension of production in pigment is that we can turn it back up literally in a matter of days, and so we will always maintain a sufficient slag inventory balance to be able to do that, and allow us almost complete flexibility for when we come back into the market.

This is partially an example of our commitment to be disciplined on working capital. Again, we're looking to extract cash and to reduce our – the cash that's invested in working capital and this is another manifestation of that..

Very fair, very fair, and one final one if I may on the TiO2 side of things. You talked about exports out of China as well as Europe coming down sequentially. One of the issues I guess over the last couple of quarters was that the delta between European TiO2 pricing and U.S. pricing was quite large.

On a landed basis, European export pricing on a landed basis into the U.S., is that now more at parity?.

I'm sorry, is that now more what?.

Closer to parity?.

It's closer to parity for sure but again, I mean the premise of the question, Hassan, assumes that there is this massive backup at the ports of the United States of European pigment waiting to come in and flood our market and it's simply not the case..

No, I mean, obviously you were saying that's reflected in the numbers?.

Yeah. So, I mean, yes, it's – there are other explanations for what's going on in North American pricing, among them are of course that the customers are very sophisticated..

Fantastic. Thank you so much Tom..

You're welcome..

Thank you. The next question is from John Roberts of UBS. Your line is open..

Good morning..

Good morning John..

I'm okay with the new segments, I actually like it. But we've lost the transfer pricing on the ore to pigment which used to be a leading indicator of merchant ore prices.

If you had reported that, was that transfer price relatively stable sequentially or was it moving up or down?.

I think we just discussed that. It's up slightly. I mean, I think I said in the main presentation that CP titanium slag prices were up in the quarter and up sequentially year-on-year – excuse me, up sequentially quarter-to-quarter and up year-on-year as well..

Your transfer internally, not the market price – market price lags what you used to transfer at?.

No, we transferred always at market prices in the quarter in which we purchased, so – which we transferred the physical material from Mineral Sands to pigment. The lag comes from when the margin that that cost allowed us to capture in the pigment showed up in the income statement, which was five or six months..

Okay..

But we transfer at – we transfer always at market price less a small discount to reflect the different sales and marketing expenses associated with internal consumption..

And then secondly, a coating supplier to the tile industry cited significantly weakening trends I think in tile during the quarter.

Is the zircon market stable?.

Yeah. Our sales are stable and we believe that the market is stable. It was – we had a very strong, in fact, sales performance in the quarter. Prices were a touch soft year-on-year but not dramatically..

Okay. Thank you..

Yeah..

Thank you. And the next question is from Des Kilalea of RBC. Your line is open..

Yeah. Good morning everybody and thank you very much. A few questions. The ilmenite that you sold, which incurred the loss, I'm assuming that's not the un-attritioned ilmenite at Namakwa, it's something else. And I guess the fact that you booked a loss there means you sold it lower than the cost of production.

Is that correct? And then with the reduction in your production at Hamilton and Kwinana, can you tell us what your actual production is right now? We know what your capacity is, what's your production is running at sequentially. And maybe just a third question, what's your inventory days in TiO2 would be in terms of sales? Thanks everybody..

Okay. Three questions, I think. First is the ilmenite the un-attrition – from the un-attrition stockpile at Namakwa, the answer to that is no. It was from a 550,000 ton give or take stockpile that was maintained in Australia, it was very high-quality material and so it was not sold from Namakwa, it was sold from Australia, number one.

Number two, the LCM charge that we took as a result of the sale does not reflect in fact the actual cost of production but rather it reflects the carrying costs, because as you remember, Des, when we merged with Exxaro, the Australian operations prior to that transaction were a joint venture 50% owned by us and 50% owned by Exxaro, this stockpile existed at that time and when we combined the operations we wrote up the basis of that, the carrying cost of that stockpile.

So it's been on the ground for quite a while now and the charge essentially has to do with undoing the write-up that we ascribed to that supply when we did the Exxaro transaction in mid-2012. So it's nothing to do with the actual cost of production. With respect to our....

Thank you..

Yeah.

Is that satisfactory Des?.

Yeah. That's great. Thank you..

Okay. With respect to the cost of production, you know as you know we have a face plate – name plate capacity of 465,000 tons approximately. We took about 70,000 tons, we suspended production at about 75,000 tons and so that takes you at 395,000 ton balance.

If you're running that production capacity at close to say between 80% and 90%, you're down – you're somewhere around 325,000 tons, 350,000 tons, somewhere around there. And so on an annualized rate that's where we will be running.

And finally inventory days, given some of the complexities with calculations and the differences -that different people have in how you calculate days of inventory, we've moved over the last year or so to a statement about where they are relative to normal levels and I think we said here that in the second quarter they were modestly above normal levels in the quarter.

So not extraordinarily above as they were back in 2012, but still given our focus on cash, they're higher than we want them to be, but modestly above normal seasonal levels, I think is what we said..

That's very useful, thank you very much..

Okay..

Thank you. The next question is from Ian Corydon of B. Riley & Company. Your line is open..

Thank you.

What is the CapEx budget for the back half of the year?.

We actually disclosed that in that level of detail? Less than it used to be, is what I can tell you. We haven't disclosed the actual number and so we said, I think that there is a $100 million left at Fairbreeze through completion so that will be split between the second half of this year and the first half of next year.

And the Alkali business, I think they had previously said that they were running CapEx at about $42 million a year, we said that they reported $4 million in CapEx in the second quarter. I don't know if you reported the CapEx in the first quarter when you were....

We're probably at about $25 million this year..

Okay. So I think that they reported – they probably have about $25 million less than their original forecast and on the TiO2 business, you would say you have maybe, I don't know it's about $50 million..

Another $50 million..

Another $50 million. So $50 million plus $25 million plus the back half of Fairbreeze, $75 million plus the end of – whatever share of the $100 million that's left at Fairbreeze we consume this year.

Okay?.

Thank you and the next question is from James Finnerty of Citi. Your line is open..

Thank you. Good morning Tom..

Good morning James..

Just want to get some color on the soda ash price increase that you announced in July, I just want to see how much of the contracts it actually applies to. I know the contracts are long term in nature.

And just any color in terms of how that's progressing?.

In general, let me say that any price increase that gets announced in the soda ash business at this time of the year is really the first step in the negotiation of contracts, many of which, almost all of which, in fact, will take place, will start their effectiveness in the new year.

So essentially that's part of the negotiation leading up to a January 1 actual price increase.

Ed, is that fair to say?.

That's correct Tom..

And that the percentage, because of the long-term commitment that some of your contracts have what percentage of your business, our business would be amenable or would be subject to this price increase, starting in January of 2016..

Probably in – there is caps and collars, right? But there is probably about 70% of it..

70% right..

Okay, good..

Great..

And just a separate question. If you can give us any color on who the non-pigment producer was that you did the ilmenite transaction with? Just not the name. But just is it a sort of mining company? Is it sort of a financial buyer? Just curious..

Well, obviously, not obviously, but we signed a confidentiality agreement with them, so I can't give you the names and I don't want to be cute about it. I don't want to sort of help to identify them by eliminating alternative..

Right..

So let me just honor the commitment we made and not get into any details on that if I may..

Okay and just one question on debt. Short-term debt looks like it increased from first quarter.

I was just curious what drove that?.

We drew down on the – from the revolver at the closing of the Alkali transaction and maintained – I think we drew $150 million, the cash balance at the end of the quarter is $205 million or something. So you know we've essentially maintained that balance, we just converted it from revolver capacity to cash..

Okay. And I don't know if you stated this in the past.

But what would be sort of a minimum cash balance you need to run the business? About $200 million?.

A little less probably. I mean we probably don't need that full $200 million, so you know given the ebb and flow of receivables and payables and all that maybe, I don't know somewhere between $100 million and $150 million probably..

Okay.

And just current market conditions for TiO2, do you think it makes M&A more likely among the sort of western producers?.

Yes..

Okay. And just in terms of de-leveraging plans I know you had talked about getting to south of 4 times by mid-2016.

Do you think that, even though the mix may be different, do you think it's still possible to get to that? Or do you think it could be pushed out a little bit?.

Well, I mean, right – as Kathy said right now and I said it too, it's our goal to hit that objective. Clearly the components of it are going to be different, but it's still our goal. So we're working hard to get there..

Okay. And in terms of the CapEx versus – cutting CapEx versus the dividend, as of now, it's – the dividend is taking precedent.

You're sort of basically reducing CapEx, at least this year? Should we assume 2016 CapEx is a bit lower as well?.

Yes..

Okay. Great. Thanks Tom. I appreciate the time..

Yes. My pleasure. Thank you. Operator..

Yes. The next question is from Bill Hoffmann of RBC Capital Markets..

Yeah, thanks. Good morning Tom..

Hi Bill..

When you're looking at these production cuts in the third quarter, just want to get a sense of, one, how you think – how we should think about it from a cost absorption standpoint and how that affects your results? And also how much of that can do for reducing your inventory, sort of setting you up for theoretically tighter market conditions going into next year?.

Yeah. With respect to the fixed cost absorption, obviously if we operate – if we produce fewer tons out of largely fixed cost base asset, we're going to have poorer fixed cost absorption.

We will net against that and that's a non-cash measure but it will reflect itself in our reported results and we will try to identify the impact of that fixed cost absorption as we have done in prior quarters where that was we thought significant.

We will net against that non-cash disadvantage – cash advantages of lowering process chemicals, lowering electricity, other actual real cash savings. So where it nets exactly to the penny, I don't know, but from a cash point of view it's clearly a positive for us.

We also – we believe that – we've done very, very conservative demand forecast obviously. We think we know where our customers are and we think we know where our sales are.

If the market turns more quickly than we think it's going to, and we sell more than we think we're going to, as I mentioned earlier, we can turn those lines back on individually first of all, so we don't have to turn the entire production back on at one time. And secondly, we can actually get them up and operating literally in a matter of days.

And so one of the measures that we'll take in the quarter is we'll make sure that we have enough slag to feed a quick turnaround, not a massive slag inventories because again we're trying to free up cash from that inventory as well.

But we'll manage the business so that if we're unduly pessimistic on TiO2 sales that we'll be able to meet the demand very, very quickly with new production..

Thanks. And can you – and thoughts about it as you're looking to 2016, I mean, obviously, you run through a seasonal period here in the third quarter and get seasonally softer in Q4.

How much of the inventory reduction do you think you need to make to make for tighter market conditions heading into 2016, assuming just normal GDP growth?.

Our data indicates that inventory levels are an important determinant of pricing and that generally speaking, assuming that inventory levels at both the – finished goods inventories at both the pigment level and the coating customer levels and the feedstock levels are all sort of relative balanced, then prices will increase as – following the increase in plant utilization because actually then there is no more way to allocate supply when demand exceeds it.

We intend at the end of the year to be below seasonal – normal seasonal levels. We intend to go into 2016 with a inventory level that is lower than we would normally carry into a new year..

Thank you.

And then final question, on the Alkali Chemicals business, one of the things that was looked at for that business going forward is, given that you're in a sold-out position and potential to expand capacity there, can you just talk about your thoughts on that and the capital required there versus using that cash to pay down debt and improve your pre-tax cash flow?.

Yeah, there are some de-bottlenecking kind of initiatives in that mine and in those production facilities out in Wyoming. Ed and his team are pursuing them.

Many of them are pretty – are not hugely capital intensive and so that's part of what they are doing on a daily basis, trying to enhance the production of their facilities out there, short of major capital investments.

The next substantial capital investment or the next substantial expansion opportunity would probably be the processing plant in Granger that we have.

The team, the Alkali team has worked on a plan, that's a major capital expenditure and it's our intention right now to focus more on de-leveraging and you know generating this cash for those purposes than it is to do a major expansion of either Granger or either the Alkali or the TiO2 business..

Great. Thank you..

Yeah..

Thank you. The next question is from Brian Lalli of Barclays. Your line is open..

Hey Tom. Hey Kathy. Good morning..

Hi, Brian..

Maybe first, if I could, just a sort of segue from James' question. You've made it a point to talk about cash and de-leveraging several times.

I guess my question would be, given the admittedly challenging operating environment, have you thought about revisiting your dividends at this point? I guess what I'm saying is not that you cut it to zero or reduce it permanently, but would extra cash flow be beneficial at this point given where your market's pricing your securities?.

Yes, obviously, I mean we have, we thought about it obviously. We discussed it with our board. We think that you don't – we didn't set the dividend originally at the – to be appropriate at the peak nor did we set it to be appropriate at the trough. We think we're at the trough.

We think we have the ability to sustain it and to sustain all of our obligations on the debt and to invest in the growth of the business itself.

So under those circumstances we think we want to provide a return to our equity investors and also provide the return to our debt investors that they're entitled to, and that's where we are, that's what we intend to continue to do..

Maybe just one quick follow-up on that. Is that something that, as you said, it's a decision you made with your board this quarter.

Is that something that you would expect could change in the future, and again, not just a (48:14) quarterly basis, you would look at it? Or are you committed to sort of the level that it's at now into the future?.

Well, look, I mean, you revisit everything all the time. But we have a fairly – we have a fairly clear forecast of what the future is going to be. In terms of our performance, in terms of the market's performance, in terms of pricing and sales volumes and so we understand the impact on our profitability, our cash flows.

And given all of those forecasts and that understanding, we have no intention of changing the dividend. If we are dramatically wrong, then obviously any responsible board would have to revisit every decision that it had previously made, if the facts dramatically change contrary to its expectations.

But I mean, we have looked at our forecast through the end of the year. We've looked at it through 2016, through 2017. We think we understand exactly what our cash generation potential is and what our cash obligations are and we see no reason to change the dividend. And so I would not expect that we would.

If the world dramatically changes on us then we'll have to look at everything then. But right now, we have no expectation that we're going to change the dividend..

I understand. That's helpful. And then one last one for me, if I may? You make a point in the press release about 2016 positive guidance around free cash flow.

And I guess if it's possible, would you be willing to share with us, maybe high level, what some of the critical components are that go into that statement? Again EBITDA, CapEx, working capital, dividends, which we just spoke about, I mean, just what's sort of underlying in that guidance that would give you comfort around that, given where the current operating environment is? That's all for me.

Thanks Tom..

Okay. We don't give that level of specific guidance. But let me tell you sort of what we did, we have very conservative pricing assumptions through the end of 2016, and to be specific, we expect TiO2 prices to remain challenged in the third quarter, and not really to turn until mid-2016.

We expect that at the end of – this is in our forecast now, so at the end of 2016, we expect TiO2 prices to be not far from where they are now but a touch lower. So we're very conservative on price. We are equally conservative on volumes and in that – on the TiO2 side. On the Alkali side, it's pretty much a steady going forward.

We know that there'll be some maintenance done in the third quarter that reduces production out of the Alkali business and as we already said, they sell everything they make.

And so if you take down any of the production facilities for maintenance or for any reason, you're going to produce less and therefore you're going to sell less and therefore your cash performance is going to differ than it was if you are up in full operation. But we knew that when we did that, when we bought the company.

In addition, the Alkali mining operation is a longwall mining operation for those of you who are familiar with mining.

And what that means is every once in a while – Ed, what's the interval?.

Between 14 months..

Every 14 months you have to essentially pick up the machine and move it to a different part of the mine and you are down for the period of time while you are doing this. So you're not producing trona ore out of the mine for about a month.

There is some inventory that you can build in advance of that, to take you through the plants but normally you don't process at the plant level or on the ground uninterruptedly when you're moving the longwall, and that will be in the first quarter of 2016. So we know all that.

We took all that into account when we did our cash and performance forecasts and we still you know, we know the CapEx requirements of the TiO2 business, we know the CapEx requirements of the Alkali business and given all of that information, we were very careful obviously about not overstating our expectations, because obviously once we make that public of a statement about our free cash flow expectations, we are going to be expected by you all to meet them, so we were careful about getting to it.

But we mean it and we're confident that we can achieve it..

Thanks a lot Tom..

Thank you. The next question comes from Edlain Rodriguez of UBS. Your line is now open..

Good morning. Thank you. Just one quick on the ilmenite inventory.

Can you tell us how many tons you sold to the customers and are there any additional tons that can be monetized?.

No, I cannot tell you how many tons, because if I tell you that, you are smart enough to able, once you see the LCM charts to figure out what the price is and we can't do that. So no. We have – with respect to the – again to the inventory, the ilmenite inventory, we have two separate sources of inventory.

And Des asked this question earlier, the Namakwa sands inventory is about 4 million tons of un-attritioned ilmenite, un-attritioned for those of you who may not be as familiar with it, it means that it's sort of not been cleaned up.

We have been, we have a plant that we built, sort of purpose-built when we were feeding some of that material into the KZN smelters and that plant is still operating down at KZN and we will use it to run ilmenite through – to run some of that un-attritioned ilmenite through it and clean it up, I think. So that's a source of sales.

It's lower quality relatively speaking than the Australia stockpile. The Australia stockpile, we are looking at whether or not we are better off to use it as a means of feeding into the Chandala synthetic rutile production facility in place of supply that we might get from new mines in Australia.

So we could delay mines in Australia, the mine expansion in Australia. We don't, we haven't made that decision finally yet, but again given where we are with respect to our focus on conserving cash and not unnecessarily investing in projects that we don't think will have a good return at the time we have to make the decision.

We want to keep the optionality to do that and so I would say that it's possible that there may be sales out of the Namakwa inventory.

That's not the highest quality material but it's a lot of it and it may be a source of some additional transactions I don't know, it's less likely that we will be selling out of Australia because I think we'll be attracted to the prospect of consuming that ourselves and not investing in a new mine in Australia for at least for a period..

That's good. And one last one on the Alkali business.

Can you talk about the seasonality of that business? There was like a huge improvement in Q2 versus Q1 so what should it look like going forward? What should we be thinking of?.

The demand is not seasonally affected as much as the TiO2 business is. The seasonality comes from when the business does its maintenance because as I said, in that business the maintenance work tends to reduce production and when production declines because they sell everything they make, sales decline, margins decline, everything declines.

So what you want to look for there is, is the timing of the maintenance that's going to result in production taking up – going down.

We have some maintenance that with which we'll have that effect in the third quarter, little bit less in the fourth and then as I said, the longwall machinery itself will move in the first quarter of 2016 and that will affect.

So I would say, the third quarter will be lower than the second quarter, the fourth quarter about the same, maybe a little touch up, the first quarter, again will be affected by the longwall move and after that, we should be back to sort of full production in that business for the balance of 2016..

That makes sense. Thank you much..

Okay..

Thank you. And the last question comes from Richard Hatch of RBC. Your line is open..

Thanks very much and good morning all and thanks for the call. One for Kathy.

And Kathy, can you give any steer on your working cap reductions for the second half of the year, please?.

For the second half of 2015?.

No. Of the year. 2015..

Yes..

Yes. Well, we, as we said in the speaking notes, we are committed to a $100 million by mid of 2016. I don't want to break down in terms of the calendarization because there are a number of initiatives and the timing of those hitting, I think is a bit tougher to commit..

Okay. Fair enough. Okay. Right. So $100 million for mid-2016.

So prudently, if we were just to half it, then that would be the best guess, right?.

Sure..

Okay, cool. Thank you very much..

Thank you. And at this time, I'd like to turn the conference back over to Mr. Tom Casey for closing remarks..

Thank you very much operator and thank you all for your interest. We appreciate it. We continue to work hard on what we think are the most important things which is of course to improve our operating performance, improve our efficiency, improve our cash generation, be cautious about spending cash everywhere across all the businesses.

We believe that the market will turn and we are towering through until we get there, so we thank you, we appreciate your interest and obviously if you have any further questions feel free to call Brennen. Thank you very much. Bye-bye..

Thank you. Ladies and gentlemen, this concludes today's conference. You may now disconnect. Good day..