Brennen Arndt - Vice President-Investor Relations Thomas J. Casey - Chairman & Chief Executive Officer Katherine Carolyn Harper - Chief Financial Officer & Senior Vice President 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) Edlain Rodriguez - UBS Securities LLC Robin Russell - Onex Credit Partners LLC John Francis Brennan - Sirios Capital Management LP Thomas Agnew McKay - T. A. McKay & Co., Inc.

Joe Stauff - Susquehanna Financial Group LLLP Richard Hatch - RBC Europe Ltd. (Broker).

Good day, ladies and gentlemen, and welcome to the Tronox Limited Third Quarter 2015 Conference 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 is being recorded. I would now like to hand the call over to Mr.

Brennen Arndt, Vice President of Investor Relations. Sir, you may begin your conference..

Good morning and thank you. Welcome everyone to Tronox Limited's third quarter 2015 conference call and webcast. With me today are Tom Casey, Chairman and CEO; and Kathy Harper, Senior Vice President and CFO.

Following a review of the quarter and a report on our financial position, Tom will conclude our remarks this morning with an overview of our operational excellence program in TiO2 that is focused on reducing costs and increasing cash generation.

Joining us for the Q&A session will be Jean-François Turgeon, President of Tronox TiO2; and Ed Flynn, President of Tronox Alkali. We'll 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 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 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, 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. It's now my pleasure to turn the call over to Tom Casey.

Tom?.

Thanks Brennen, and thank you all for joining us this morning. We view our third quarter performance as a reflection of the strength in the cash generating abilities of our two vertically integrated businesses under what continue to be challenging market conditions in the TiO2 space.

Despite declining TiO2 pricing levels, we once again delivered a relatively high level of adjusted EBITDA; and our operations generated significant cash. Our performance also reflects the early-stage benefits of our Operational Excellence program in TiO2, a program that we introduced in the September period.

We are aggressively working to increase cash generation by reducing operating costs, reducing discretionary CapEx, generating additional cash through significant working capital reductions and selling some of our surplus feedstock inventories. We initiated this program earlier this year, and we expanded it in the third quarter.

We expect to see more significant cost reductions and cash generation from this program, not only at the end of this year, but in 2016 and 2017. Specifically, it is designed to produce $600 million of incremental cash flow by 2017 through both operating cost and working capital reductions. I'll close our discussion today reviewing it in more detail.

Together, our two operating businesses of TiO2 and Alkali generated adjusted EBITDA of $104 million in Q3, excluding the net non-cash LCM charges in TiO2. After paying for CapEx of $48 million in these businesses, they delivered $56 million of cash to the company in the third quarter.

TiO2 generated adjusted EBITDA of $63 million, excluding the $5 million net non-cash LCM charges. And after $39 million of CapEx, delivered cash of $24 million; again, despite the continued challenging global market conditions in their business. Selling prices for pigment products declined to 6% in the third quarter compared to the second quarter.

This pricing pressure, we believe, continues to be a function of the continued inventory surpluses that produced a supply-demand imbalance. This imbalance remains a factor in both titanium feedstocks and pigment products. However, production capacity at both levels continues to be removed.

We're seeing this across major regions in China, in Europe, in South Africa, Australia and in North America. These capacity reductions are enabling inventory reductions in both feedstock and pigment. Industry supply and demand will return to balance.

The obvious question is when, and I can't tell you that because I can't speak for the industry as a whole. However, I can tell you that we are reducing our inventory, freeing up working capital, generating cash and accelerating the return to supply-demand balance.

From their public announcements, we believe others at both the feedstock and the pigment levels are doing the same thing. So we're optimistic about the return to a more normal market conditions in TiO2. We continue to run our pigment and feedstock production at reduced levels. We've curtailed 15% of global pigment capacity.

In feedstocks, we further reduced production in the third quarter and are now running our CP titanium slag operations at 50% of capacity. Our mining operations continue to run at full capacity in order to produce zircon and rutile, which we can sell meeting market demand.

It's important to keep in mind, as we talk about reduced production, that that does not mean that the sales are reduced. Sales volumes for both pigment products and titanium feedstock products have been unaffected, as we're meeting demand from reduced production volumes, plus finished goods inventories.

That is, in fact, the purpose of what we're trying to do. Our soda ash business on the other hand continued its strong cash generation in the third quarter. Alkali generated $41 million of adjusted EBITDA and delivered $32 million of cash after $9 million of CapEx.

Alkali continues to operate in a sold-out mode, driven by strong export demand and a continued recovery in the domestic market. The benefits of having Alkali in our portfolio are many, but its high cash generation is particularly valuable in this current period of challenging TiO2 market conditions.

Again this quarter, our board considered our cash generating abilities, our overall financial position and the state of the markets we serve, as well as the interest of our stakeholders.

Reflecting their confidence in our cash generating abilities, the board reaffirmed its intention to provide shareholders a return on their investment and for the 14th straight quarter we declared a quarterly dividend of $0.25 per share. Moving to the operating results for the third quarter. First, in TiO2, and I'm now on slide four.

TiO2 segment revenue of $380 million was 11% lower than the $429 million in the prior year quarter, primarily the result of lower pigment selling prices. Sales revenue of pigment declined 18% compared to the year-ago quarter, as sales volumes increased 4%, but average selling prices declined 22%, which was 18% on a local currency basis.

Pigment products sales volume gains were realized both in Europe, EMEA and in Latin America. Sales of titanium feedstocks and co-products, including zircon and rutile products, increased 2% versus the year-ago quarter. Higher sales volumes more than offset lower average selling prices.

The sales volume increase is primarily attributable to CP titanium slag and ilmenite sales in the current quarter, whereas there were no sales of either products in the year-ago quarter.

Selling prices for CP titanium slag appear to have stabilized at levels modestly above those of a year ago, while selling prices declined in the 5% to 9% range for zircon and rutile compared to the prior year.

Compared to the second quarter, TiO2 segment revenue of $380 million was 7% lower than the $409 million reported then, driven primarily by lower selling prices for pigment products and titanium feedstock co-products.

Pigment revenue declined 8% and sales volumes declined 2%; and average selling prices declined 6%, which was also 6% on a local currency basis. Sales volumes in the Americas were modestly higher, while sales volumes in Europe and Asia Pacific were modestly lower. Selling prices were level in Europe and 5% to 10% lower in the Americas and Asia Pacific.

We reduced finished pigment products inventory in the third quarter from second quarter levels, but inventory remains modestly above normal seasonal levels at the end of this quarter. And again, as I've said, we intend to reduce it further in the fourth quarter.

Sales of titanium feedstocks and co-products, including zircon and rutile, were 11% lower than the second quarter, as volumes declined 3% and selling prices declined 8%. Zircon sales volumes increased, while CP titanium slag sales were lower. Selling prices for CP titanium slag were essentially level to the second quarter.

Selling prices for pig iron declined significantly. And selling prices declined in the 4% to 5% range for zircon and rutile products. In the third quarter, as I mentioned, TiO2 generated adjusted EBITDA of $63 million, excluding the $5 million net non-cash LCM charge.

With that level of EBITDA and CapEx of $39 million, the TiO2 business delivered $24 million of cash in the quarter despite these depressed market conditions I've been mentioning.

CapEx of $39 million in the quarter included $19 million related to the Fairbreeze mine project that, as you know, will produce feedstock to supply the slag furnaces at our KZN Sands operation, as well as provide new zircon and rutile co-products.

Fairbreeze remains on schedule for the initial commissioning, which is known as hot commissioning, to begin this quarter; and it will ramp up to full production by mid-2016. Total CapEx related to the Fairbreeze mine from project commencement through the 2016 end of commissioning are estimated to be approximately $225 million.

Approximately $149 million has already been spent through the third quarter 2015.

We have decided to complete the Fairbreeze mine, because we continue to expect a positive EBITDA contribution from the sale of zircon and rutile co-products, coupled with the efficiency gains expected to be realized in downstream smelting and pigment operations from using the mine's high-quality ilmenite feedstock.

Moving to our Alkali business, which is on slide five. Alkali segment revenue of $195 million declined 1% compared to pro forma revenue of $197 million in the year-ago quarter as average selling prices increased 5%, but sales volumes declined 6%. Higher selling prices were realized in both the export and the domestic markets.

The sales volume decline was driven primarily by the timing of both planned and unplanned maintenance, coupled with a power supply outage during the quarter. Operations have returned to normal, as maintenance has been completed and the power supply outage has been cured.

Compared sequentially to the second quarter, Alkali revenue was 6% lower, as average selling prices increased 2% and sales volumes declined 9%; again, also the result of the maintenance and supply outages.

Because Alkali continues to operate in a sold-out mode and carries very little finished goods inventory, any significant interruption in production can immediately affect sales. And that's what we experienced in the second quarter.

Alkali adjusted EBITDA of $41 million increased from pro forma adjusted EBITDA of $38 million in the prior-year quarter, as higher selling prices more than offset costs associated with maintenance and the supplier outage. Compared sequentially, adjusted EBITDA declined from $50 million in the prior quarter due to the same factors.

CapEx in Q3 was $9 million with adjusted EBITDA of $41 million, CapEx of $9 million, Alkali delivered cash of $32 million in the third quarter. I'll now turn the call over to Kathy Harper for a review of our financial position.

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 $18 million in third quarter versus pro forma adjusted EBITDA of negative $21 million in the year-ago quarter and negative $19 million in the prior quarter.

The corporate loss from operations was $16 million, compared to a pro forma loss from operations of $24 million in the prior year quarter and $34 million in the second quarter, which included one-time expenses of approximately $21 million related to the Alkali acquisition.

Selling, general and administrative expenses in the third quarter were $55 million, compared to $47 million in the prior year quarter and $72 million in the second quarter, which included one-time expenses of approximately $21 million related to the Alkali acquisition.

The current year quarters include approximately $10 million related to Alkali business operations that were not incurred in the prior year. Interest and debt expense of $45 million increased from $34 million in the year ago quarter, primarily due to a higher debt level related to the Alkali acquisition that closed in the second quarter of this year.

Regarding foreign exchange impact on the income statement, our primary exposure to currency exchange rate is in Australia, South Africa and the Netherlands. The exposure is predominant in South Africa and Australia as the majority of revenues are earned in U.S. dollars, while expenses are primarily incurred in local currency.

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. Clearly, we benefit this year from the rand and Aussie dollar movements relative to the U.S. dollar.

But as you'll hear in Tom's discussion of our Operational Excellence program, we've taken those benefits out when measuring our cash generation performance against our targets to challenge ourselves to deliver real sustainable incremental cash generation. Moving to the balance sheet and cash flow.

On September 30, 2015, gross consolidated debt was $3.127 billion; and debt, net of cash, was $2.982 billion. We have $540 million of liquidity on September 30, 2015, in the form of cash, cash equivalents and available revolver capacity.

For the quarter, capital expenditures were $48 million; and depreciation, depletion and amortization was $82 million. I'll now turn the call back to Tom for a discussion of our Operational Excellence program.

Tom?.

reducing operating cash costs; generating additional cash through significant working capital reductions; selling excess feedstock inventories; and reducing discretionary CapEx. In aggregate, we are targeting $180 million of total cash cost reductions in the 2015-2017 period, plus an additional $230 million of incremental cash from working capital.

In total, our Operational Excellence program is designed to produce approximately $600 million in additional cash over the period 2015 through 2017. As Kathy mentioned, these targets exclude the impact of foreign exchange. They're also presented net of the cash costs spending to deliver the reductions.

I want to explain the programs elements in a little bit more detail. The first element is generating cash through operating cost reductions.

The cash reductions will be sourced from global supply chain savings; low-cost country procurement sourcing; over 500 different Operational Excellence projects, almost all of which were identified by our operating level employees at our sites around the world; and technology driven efficiency and debottlenecking projects.

It also includes restructuring of the global TiO2 organization. In 2015, TiO2 is expected to reduce operating cash cost by $60 million, which will grow to $80 million and then sustain at that level in 2016, 2017 and beyond.

In 2016, based on the timing of the delivery of various of our projects, we expect to add another $50 million of cash cost reductions and another $50 million in 2017. Therefore, the full year cash cost reduction by the end of 2017 is $180 million.

In other words, our annual cash cost of TiO2 operations will be $180 million less in real terms than our cash cost of operations in 2014. And as a result of that period, 2015 to 2017, we'll have generated $370 million of incremental cash from operating cost reductions.

An integral component of the cash cost reductions is the restructuring of TiO2 business unit that we have underway. That unit has commenced a global restructuring of its business to streamline operations to create a more commercially and operationally efficient business.

We expect this restructuring to reduce TiO2 annual global work force cost by approximately $45 million and be completed in the first half of 2016.

The estimated total pre-tax charge, resulting from this restructuring, will be approximately $25 million, which is expected to be recorded in the fourth quarter of this year and the first quarter of next year. The second element of Operational Excellence for us is generating cash through working capital reductions.

As I mentioned earlier, we're meeting market demand for both pigment products and titanium feedstocks from reduced production volumes and finished goods inventories.

We expect to generate $230 million of cash over this 2015 to 2017 period from working capital reductions, principally through finished good inventory reductions supplemented by sales of additional feedstock inventories.

As we reported last quarter, we signed a contract with a non-pigment company to sell high-quality ilmenite that we had previously stockpiled. We began delivering on this contract in the third quarter. The transaction will produce cash of approximately $35 million to $37 million between now and the end of 2016.

I think the last shipment is actually in January of 2017. We are opportunistically looking at similar transactions with other parties for the sale of feedstock inventories. The final element in this project is reducing discretionary CapEx. Our 2016 budgeting process is currently underway, so the 2016 numbers are not yet final.

But our intent is to significantly reduce CapEx spending relative to 2015. To give you a baseline, for 2015, we expect total capital spending of approximately $210 million to $220 million. But as we look at 2016, in our TiO2 business, the bare bones maintenance capital level is approximately $60 million. In Alkali, it's approximately $25 million.

The primary component of discretionary capital in 2016 will be the completion of Fairbreeze, which we expect will take about $50 million to complete. All of which will occur essentially in the first half of 2016.

So that means we have $85 million in maintenance capital for our two businesses, plus $50 million for Fairbreeze, which we'll stop spending as I said sort of midyear of 2016 on the Fairbreeze part for a total of $135 million. We have several additional discretionary capital spending projects that are smaller.

We're evaluating them, but they collectively total approximately $15 million to $20 million. Therefore, at this point, we expect 2016 CapEx to be in the $150 million to $160 million range, down $60 million from the $210 million to $220 million for this year.

In summary, we're pleased with the progress in our (22:57-23:02) to deliver $180 million of total operating cash cost reductions, plus an additional $230 million of incremental cash from working capital reductions; and as a result, generate $600 million of additional cash over the period 2015 to 2017.

We understand that in a market of declining prices with a significant fixed cost business model that we cannot maintain viability and profitability at the levels that we would like to unless we take our share of reducing cost, reducing cash spending wherever we can. We're committed to do that.

Our operating executives and employees, all the way up and down the line, are committed to do that. And I would again refer you to the 500 cost reduction programs that our employees came up with in sessions that each one of our managers, all the way down the line, ran to get the benefit of operating people's expertise. It was quite impressive.

And I think our whole company is committed to this project of reducing unnecessary cash spending everywhere that we can, in every operation around the world. So with that, I thank you. And we're happy to answer questions..

Our first question comes from Hassan Ahmed with Alembic Global. Your line is now open..

Good morning, Tom..

Good morning, Hassan..

A question on TiO2 pricing by region. Obviously, through the course of Q3, there was a big delta between U.S. and European TiO2 pricing which seems to have compressed through the course of the quarter.

So first question is that where are we as far as that delta goes? And through the course of the quarter, did you see more European product coming into the U.S.?.

Not materially, no..

And that delta has compressed to what? My guess is maybe around $200 a ton or so?.

We didn't give specifics on it, but it has compressed. The competitive fervor of people in the North American market is higher than it is in the European market because there's more margin in the North American market. So generally speaking, you're right. $200, I think that might be a bit low, but it has compressed over the period. I agree with that..

Fair enough. And, Tom, I don't know how much you can – maybe you can talk about this generally. But again over the course of the last couple of months, quite a few sort of articles being written about further consolidation within the industry, Huntsman talking about maybe spinning off their business or considering other strategic alternatives.

So could you just generally give us a lay of the land about how you see sort of consolidation happening going forward, particularly keeping in mind that a variety of TiO2 producers have pretty stretched balance sheets..

Obviously, this is a complex topic to provide an answer on. We've said that we believe consolidation would improve the structural conditions in the industry, and we've said that we view ourselves as a consolidator. That is, that we are prepared to participate in strategic transactions that result in a consolidation of the market.

Others have said that they intend to vacate the market, to leave the market, and that they are looking at both spin transactions and strategic transactions; and still others have not spoken about their views. So I think you can assume that there are conversations going on among various people in this market.

Whether or not any of them result in anything is unknown. But we continue to be quite overt about our view that consolidation would be beneficial and that we are prepared to participate in a transaction that results in increased and improved value for our shareholders.

And that's obviously the standard that all of us will use if any of us participate in these conversations. And right now I can't tell you whether anyone is involved in them or the outcome of any of them..

Fair enough. Very helpful, Tom. Thanks so much..

Our next question comes from John Roberts with UBS. Your line is now open..

Good morning..

Good morning, John..

In addition to the unusually wide regional price variation, is there also an unusually wide range between the grades of TiO2; coatings, versus paper, versus plastics? And is there a wider than normal range between large and small customers, so that when we're trying to compare pricing across competitors that mix effects are probably a lot larger than they normally are?.

With respect to regional diversity of prices or differences between regional pricing levels, yeah, I think it is fair to say that the pricing declines in Asia Pacific, in Latin America and in Europe have slowed down relative to what happened in the United States in the last quarter or two.

And, therefore, if the decline in the United States was faster or higher than in the other regions of the world, the differences in prices actually compressed relative to what they had been in quarters or years before. With respect to grades, there are some niche grades that command a price premium.

Those are not, generally speaking, grades of coating – architectural coatings or the normal coatings, plastics kind of market, but other markets for which people are providing niche products.

By definition, the volumes are not high, but I think it's fair to say that if you have a position in that market, you probably command a higher price per ton than you do if you're selling to the paint or to the plastics companies..

Would you say the main variation in the different price performances in local currency between yourself and Chemours and Huntsman is mostly regional pricing differences than anything else?.

I'm sorry, John, I didn't understand.

Is what the product of regional pricing differences?.

If we compare the sequential price changes between the competitors, is it regionally driven differences?.

Well, I mean, I would suspect that there is some regional impact. Chemours and Tronox are, I think, disproportionately exposed to the North American market relative to some of our peers, whereas some of the other TiO2 suppliers have a larger share of their revenue coming out of other markets. So that's probably a part of it, yeah..

Okay. Thank you..

Yeah..

Our next question comes from Des Kilalea with RBC. Your line is now open..

Thank you. Good morning, everybody. Two questions, if I may.

The change in capacity in CP slag from about 88% at the end of the previous quarter to around 50% now, can you tell us how you achieved that or have you closed another unit or are you just running sort of variable speeds or feeding in lower grade product? And then could perhaps comment some on what you're seeing in China on consolidation? I mean, we haven't heard an awful lot more on Billions and Henan, what else are you seeing? And then maybe also is the ilmenite flow from China continuing.

So it's really China's impact on TiO2? And then also on the feedstock and on CP slag, how are you achieving 50%? Thanks..

Okay. With respect to the capacity and the slag furnaces, we have shut two of the four furnaces that we have. So basically that's how we got to 50%. And with respect to what's going on in China, we see more smaller, less efficient plants closing.

And with respect to the consolidation, the Henan Billions-Lomon transaction is still subject to regulatory approval; and I don't think that government has approved the transaction yet. I'm not 100% current on what's going on there, but I don't think that the necessary government regulatory approval has been received.

There is then a fair amount of financing activity that has to take place to make that transaction work. And given what happened in the Chinese financial markets over the last couple of months, I have no idea whether any of that's changed or – I just don't know about that.

But I know that there was a fair amount of financial activity after – necessary to close this the way they structured the deal. So, again, that's all I can tell you there.

But we do expect that Chinese production will decline, because I think the government is becoming more assertive in enforcing environmental regulations; and at the prices that are currently available for producers in the Chinese market, there is very little margin, if any.

I think one of the consulting firms has essentially said that they thought that most of the Chinese producers were operating at an actual cash loss per ton; and so smaller, less financially vigorous providers are going out of business.

With respect to ilmenite flows into and out of China, our analysis of the trade data indicates that ilmenite imports into China have increased and ilmenite exports out of China have decreased, because many of the mines that produced ilmenite were also producing magnetite for the iron ore market.

And, of course, with the prices at that level, those mines are no longer viable and so they've been shut. So the domestic production of ilmenite has declined. It's being made up for to the extent that they need ilmenite by imports. And so, exports have declined..

Thank you..

Yeah..

Our next question comes from Edlain Rodriguez with UBS. Your line is now open..

Thank you. Good morning, guys..

Good morning..

I mean, Tom, just a quick question for you. I mean, you have a 15% dividend yield in the stock, which I don't think is really sustainable.

Like what do you think will have to happen to return that level to more normal level? Essentially, what are investors missing or what are they concerned about, do you think?.

That's an excellent question. I think that there are many investors and I assume that they've all done analysis and they've all come to a variety of different conclusions.

But, in general, I think one of the concerns is that our $3 billion debt level creates risks for us, and we've tried to address that concern by pointing out that in essence there's only a 1% principal repayment obligation on the term loan. So that's $15 million a year.

There are essentially no maintenance covenants to speak of in any of the instruments we have until – and the revolver has some maintenance covenants that kick in if we've drawn down more than $450 million of the $500 million capacity on the revolver. And, of course, we are aware of that.

So if we were at the level that those maintenance covenants would bring in – and we don't expect to get there at all, first of all. But even if we did, we would obviously – we'll make sure we were in compliance. So in my view, the debt presents almost no realistic possibility of the risk of a default.

We have interest to pay; and at present, the interest I think is probably – the cash interest I think up until now has been about $150 million. It's probably going to $175 million with a new debt a year. We have this $116 million dividend.

So clearly, if we were ever in a position where we felt that we were at risk for paying the interest or the principal, we would address that. And we have sources of cash, including the dividend, to fund that.

So, again, my view on the debt level is while it does restrict some of our flexibility to do future activities, it poses no significant realistic threat to our business right now. The second concern that investors, I think, have is when the market is going to turn.

We've said that in this period when pricing is declining we understand that we have a fixed cost business and when price declines, you can't reduce your cost proportionately to the price reduction in some cases. And when that happens, your margin is compressed.

And as management, as operators, all we can do in that business is to be 100% committed to reducing unnecessary spending, which as I've just gone through, we have a very deeply articulated, deeply entrenched program across all of our operations in the world to do exactly that, to reduce unnecessary spending.

And as I said, we expect that that's going to produce $600 million of incremental cash over what we would have originally been able to generate given our prices. So we think we're addressing that and then we're addressing when the prices turn. So we've addressed the cash spending, while the prices are down. And then the question is when will they turn.

We're addressing that by managing our production, so that inventories get reduced to normal or below normal levels; and when that happens, prices will rise. From what we see with Chemours and Huntsman and presumably the others as well, they're doing the same thing. We see them acting in the same way. We see China supply declining.

And so, if production supply is declining and demand is maintaining at existing or growing levels, then it is only a matter of time before our inventories get worked out, demand and supply come back into balance, and a more realistic pricing system is achieved in our market.

I mean, at the levels of prices now, basically it is not a sustaining business at either the mining business, the feedstock production business or the TiO2 business at these prices. So when a company quarter-after-quarter report negative EBITDA, negative cash, you know that they are going to do something. We're all doing something.

And I expect that the market is going to turn. As we've said before, we think it's going to turn in 2016. So I think that the concern is, on investors part, is probably the uncertainty about that.

And what we can do there is we do everything we can do in our control to accelerate it and to make sure we get through it successfully; and that's what we're doing..

Okay. Thank you for insight. Thanks..

Our next question comes from Robin Russell with Onex. Your line is now open..

Hi, good morning. I was just wondering if you could give us a little granularity on the actual working capital and cost savings that you expect to achieve in 2016. I know you talked about a broader time period.

But if you could actually give us more granular guidance on what you'll see in fiscal year 2016 and then the cash cost in 2016?.

Yeah. Let me give that to Kathy who can take you through some of the details..

Hi, Robin.

How are you today?.

Good..

The slide that we had in the deck tried to lay it out 2015, 2016, 2017. The incremental debt to be delivered in terms of cash cost reductions is $50 million for 2016, and that comes on the back of all of the cash generation that we've got and are achieving in 2015.

So if your question is purely to the 2016 calendar year, it's $50 million of additional cash generation from those cash cost reductions in our production facilities..

Okay.

So that's a net number of...?.

Yes. That's net..

That's a net number. Okay. Thanks..

Yes..

Our next question comes from John Brennan with Sirios. Your line is now open..

Thank you. Just on the bank debt term loan. Given where your leverage is, I think it's approaching 10 times.

Could you comment on where you are in terms of compliance with covenants, what the key covenants are, and how we should think about that dealing with that debt load before maturity?.

I mean, as I just said, there are no covenants to speak of, no maintenance covenants in the term loan. And so, we have to pay $15 million a year of principal repayment, 1%. And we have to pay the interest rate, which I think is 325 basis points over a LIBOR floor of 1, so 4.25%. That's it.

So, I mean, I just said this is in the answer to the question I think before Robin's. We have no risk of default. We don't believe, as a realistic matter, on any of the debt, because there are no maintenance covenants. There are no principal repayment obligations other than 1% on the term.

And the total interest on all of the debt outstanding is somewhere in the range of $175 million a year, and our cash generating ability is far greater than that. And in any event, we have the dividend at $120 million and $116 million a year, if that ever came to it.

So, as I've said before, we view our debt position as restricting our flexibility to look at future acquisitions, for example, but not as a present threat, because we do not see that there is any realistic default risk on any of our debt.

And, therefore, leverage ratios from my point of view are less important at the trough, because obviously they're higher at the trough of pricing than they will be when the markets gets more normal. And our only concern, therefore, is even at the trough do we have any risk associated with the terms of the debt.

And, as I've said now repeatedly, we don't believe there is any realistic risk associated with the any term in the debt right now..

Thank you.

And the debt matures when?.

2020. $2.4 billion of it matures in 2020. So five years from now. And then the balance of the $600 million matures in 2022. So, again, our view is that we and the market will be dramatically different by 2020 and 2022 than it is right now..

Okay. Thank you. And then on the cost reduction program, I'm just trying to get some sense out of the numbers here. Based on your revenue base in TiO2 for this projected fiscal year, it's running at about 25% of that number, just the $370 million of kind of operating cost savings, which seems like a very large number to get to.

Could you break that down between like workforce reductions and process improvements, kind of what the key buckets are to get to that number, because it's just so large relative to the revenue base..

Well, I can tell you that, I mean, the $175 million total over three years, we have revenue of about $1.5 billion in the TiO2 business, right. So that's 11% – 6%. The workforce reduction is about 15% of labor costs globally in the unit, and so that's $45 million of labor cost reductions.

I mean, we've looked at is it achievable, because obviously we're not going to go public within it unless we think it's achievable. We don't think that they're excessive. They're demanding, they're tough, but we think that those levels of cuts are warranted by where we are in the marketplace..

Okay..

So, Kathy, do you have anything?.

Yeah. Can I put a finer point on that. The $370 million, if you go back to slide seven, the way we've articulated it, we'll generate net $60 million this year; that will deliver $80 million going forward; then an incremental $50 million; and then another incremental $50 million.

So when I look at the $60 million I get in 2015, plus the $130 million I'm going to get out of – $60 million in 2015, $130 million in 2016, and then the full boat at $180 million a year in 2017, the cumulative cash take out from operations is the $370 million..

That's my point. I mean, that's 25% of your revenue base. It just seems like a very large expectation..

But we think of it as about $180 million out of our cost base, and that I think we feel is doable without a problem..

Yeah. That....

Jean-François Turgeon, who runs that division..

Yeah. That saving of $370 million, it's the saving over three year. So it's three year of revenue..

Right..

So the percentage is much lower. You cannot put that $370 million and assume that it's on the revenue of one year. It's a cumulative of the three-year saving, and we're very comfortable with those savings.

Okay?.

Our next question....

Operator, go ahead..

Our next question comes from Malone Ma with Simplon Partners. Your line is now open..

Hi. This is Tom McKay for Malone.

My question was given your comments about the debt load and your comfort with that, even under the current market conditions, can you comment on your decision to pay a dividend instead of buying your bonds at a discount of about 30 points right now?.

We've obviously considered that. I mean, we're aware of the trading value of the debt. And so we looked at that, we considered that. There are arguments that are reasonable to go a different path than we are going with respect to the dividend; and our board considered them all.

I mean, it considered buying back the bonds and buying back the term loan, which we could do now without any premium at all. There are some legal conditions that apply to the issuer being in the market buying back its owns bonds, but we're aware of all that.

But the bottom line is, our board, with management's support obviously, made a judgment that we wanted to provide a return to our shareholders. We are already providing the promised return to the debt holders. And as long as we believe we are in a financial position to do so, that's what we concluded that we wanted to do.

And so that's what we are doing..

All right. Thanks. Fair enough..

Okay..

And our last question comes from Joe Stauff with Susquehanna. Your line is now open..

Thank you very much. So I just wanted to come back to this dividend question. As you suggested, you're spending about $170 million of cash interest per year, funding the dividend on about $116 million.

And given your CapEx levels, call it, $210 million, call it $220 million, the minimum amount of EBITDA you need to just be able to fund from operations, that dividend is about $500 million, $550 million. And at least using consensus estimates this year or next year, you won't really get there or get closer until 2017.

So I was just wondering if you can provide further I guess color with respect to the decision to continue to pay the dividend from here?.

No. Not much further color. I mean, I just explained that we understand the arguments to take the money and use it for another purpose. And they're reasonable arguments, they're legitimate arguments. We don't disagree with them. We think we're at the trough. So we don't look at the payment levels as right now against today's performance.

We don't look at that as indicative of what it's going to be forever. We look, do we want to give this up in the trough; and by this I mean providing a return to our equity shareholders. Again, we believe we're doing what we promised to the credit holders, the debt holders, we would do.

We're paying them interest, we're paying them the principle when we promised we would. We have, as I've already explained, very little doubt about our ability to continue to do that. So now then the question became for us whether or not we wanted to provide a return to the equity holders.

And when we look at the cutting – the program I just discussed, the Operational Excellence program, where we're cutting CapEx to $160 million. We're cutting $100 million out of working capital, we're cutting $170 million, $180 million out of operating costs.

We believe that we will generate the cash necessary to discharge our obligations to the credit holders to invest in the business at a level that's appropriate, given where the market is, and to provide a return to our equity holders. I understand that there are arguments that we should go another way. We thought about them.

We think we were thorough in looking at all the alternatives. And we have decided that we're going to persist, because we can. We're saving money elsewhere and we have the ability to discharge all of our obligations and provide a current return to shareholders. So that's the judgment that we have exercised.

And with that, we – one more question, I gather. Okay.

Operator?.

Our last question comes from Richard Hatch with RBC. Your line is now open..

Hi. Thank you very much. And just a couple for Kathy, firstly.

And, Kathy, when you know about the working capital reduction for 2015, if it's $100 million, does that mean that we should see a positive working capital move of about $64 million in the fourth quarter? And just want to make sure my math's right, if you're cumulative working cap maybe is about $36 million to the positive? And then my second question was, just on the $25 million retrenchment costs, and can you just guide on what kind of a price tax figure that might look like? Thanks..

With respect to the working capital, yes, I think your math works. We do expect to see a significant decline in working capital in the fourth quarter. One thing I wanted to point out, when we talked about the working capital reductions in Q2, we talked about $100 million through mid of 2016. If you go back and look at the script, that's what we said.

We're targeting about $100 million by the end of this year, an additional working capital in 2016, and we are on track to deliver that. So your math works. The $25 million in terms of retrenchment cost, that's for tax purposes difficult to give you a definitive answer because it does apply to all our jurisdictions around the world.

And so, it becomes a complicated answer. So at this point, I can't really give you a good guidance on that..

Okay. Thank you very much..

Okay..

I'm showing no further questions at this time. I would now like to hand the call back to Tom Casey for closing remarks..

Thank you very much, operator, and thank you all for participating. As I said, we understand the market and we understand where we are. We're doing what we can do very aggressively to position ourselves to be successful through this market and to accelerate when the market turns.

And hope as we lay out this data for you that you'll see it, you'll be able to understand it and you'll be able to track our progress, and you'll see that we are delivering on what we said we were going to deliver on. So it's very important to us. As I mentioned, we have people all over the world sort of bought into this program.

They understand why we're doing what we're doing, and they're positively contributing, which I think reflects well on our employees all over the world and increases the chances that we're going to be successful. So we look forward to succeeding on that. We look forward to you recognizing that we are succeeding on that.

We thank you for your interest and have a good day for everybody. Bye-bye..

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program, and you may all disconnect. Everyone, have a great day..