Tronox Holdings plc

Thank you, Kevin, and welcome to Tronox Limited's Third Quarter 2012 Conference Call and Webcast. With me today are Tom Casey, Chairman and CEO; and Dan Greenwell, Senior Vice President and Chief Financial Officer.

Tom will begin the call with a review of our performance. Dan will then report on our financial position.

And following Dan, Tom will provide our outlook and we'll complete the call by taking your questions.

We'll be using slides today as we move through the conference call. Those of you listening via Internet broadcast on our website should already have them.

For those listening via telephone, if you haven't already done so, you can access them on our website at tronox.com.

Let me begin with 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 Form S-4 dated May 4, 2012, our most recent Form 10-Q and other SEC filings. This information represents our best judgment based on today's information.

Actual results may vary based on these risks and uncertainties, and the company undertakes no obligation to update or revise any forward-looking statements.

During today's conference call, we will refer to certain non-GAAP financial terms, including adjusted earnings per diluted share, EBITDA and adjusted EBITDA, which we use in the management of our business. Adjusted earnings per diluted share represents EPS adjusted for unusual or nonrecurring items on a fully diluted basis.

EBITDA represents net income before net interest expense, income tax and depreciation and amortization expense. Adjusted EBITDA represents EBITDA as further adjusted for noncash, unusual and nonrecurring items, and a reconciliation of these is provided in our release.

So it's now my pleasure to turn the call over to Tom Casey. Tom?

Thanks, Brennen, and thank you to all of you on the call for joining us today. In future quarters, we plan to release our reports earlier than 6 weeks after the close of the quarter, but the combination of this being our first full quarter as a combined business and the TZMI Conference held last week in Hong Kong caused us to move the schedule this time, and we appreciate your understanding.

As the third quarter of 2012 was our first full quarter of operating as a vertically integrated supplier of both mineral sands and pigment, I'm pleased to report our global team made good progress on the integration. However, the advantages of our integration are not yet reflected in our financial performance since during the quarter, we continued to consume market-priced feedstock under legacy purchase contracts.

This resulted in an average feedstock cost per ton that was almost $1,000 per ton higher than the comparable quarter a year ago.

As we move this purchased ore through our pigment inventory, we will begin processing increasing amounts of our own ore as feedstock and, therefore, we will be recapturing this lost margin. Of course, the higher feedstock prices will also benefit us to the extent that we sell ore to unaffiliated customers in the market.

As the market strengthens in the second half of 2013, which we believe it will, these advantages will continue to -- excuse me, will contribute to a more rapid recovery and higher margins, cash flows and net income for us than other firms not similarly structured.

An example for you. While demand for high-grade chloride feedstock such as natural rutile and synthetic rutile is currently down as the pigment industry has reduced its operating rates, demand for titanium slag has remained relatively strong.

Tronox is the only enterprise that produces both titanium slag and SR, and also the only enterprise that consumes both.

We, therefore, have the unique ability to use all of our SR internally and to do so only at the cost of extraction and beneficiation, therefore, capturing the sales margin. And at the same time, we can sell the chloride and sulfate slag, which is in higher demand, to other pigment manufacturers where margins remain relatively stronger.

Moving to Slide 4 and turning to our third quarter results, we reported revenue of $487.3 million in the third quarter, up 5% from the revenue of $465.4 million in the third quarter of 2011. Our third quarter 2012 includes $216.1 million of revenue from acquired businesses.

Adjusted EBITDA was $131.1 million in the third quarter compared to adjusted EBITDA of $140.9 million in the year ago quarter. And the current quarter includes $106.8 million of adjusted EBITDA from acquired businesses.

Included in the current quarter earnings is $85.2 million of net amortization related to the fair value step up of inventory and unfavorable feedstock sales contracts primarily associated with our acquisition of the mineral sands business.

Adjusted net income in the quarter was $25.6 million or $0.21 per diluted share versus $1.45 per diluted share in the third quarter of 2011. Adjusted earnings per diluted share in the current quarter are based on 122.4 million fully diluted shares outstanding versus 79.2 million fully diluted shares outstanding a year ago.

We closed the quarter with net debt of $875 million and $774 million in cash after completing the repurchase of 10% of our total shares outstanding, or approximately 12.6 million shares, for a total cost of $326 million. Pursuant to Australian law, these shares have now been canceled.

In addition, we paid $32 million in dividends and funded $44 million in capital expenditures. Even in this challenging market environment then, Tronox continued to generate significant cash flow.

I now want to turn to the -- take a look at the operating segments in more detail. First, as shown on Slide 5, our mineral segment, which delivered strong performance in its first full quarter of consolidation, particularly considering that this performance was achieved despite what is very high-margin zircon pro forma volumes being down 74% year-on-year.

Mineral segment revenue of $271.7 million was $227.7 million higher than the revenue of $44 million in the year ago quarter. The mineral sands acquisition contributed revenue of $207.1 million in the third quarter of 2012.

Excluding this acquired business, segment revenue of $64.6 million increased 47% versus the $44 million in the prior year quarter, driven by higher selling prices, partially offset by significantly lower zircon volumes.

To illustrate the magnitude and the effect of the weakness in zircon demand, the year-on-year zircon volume declined 74%, as I mentioned, which equates to over $90 million in lower year-on-year sales of what is a high-margin product for us.

Segment earnings of $19.4 million increased 46% versus $13.3 million in the year ago quarter, driven by the acquired businesses and increased sales in existing businesses and, again, despite substantially lower zircon earnings. Included in this segment's earnings figure is $75.5 million of net amortization related to the fair value step up of inventory and unfavorable feedstock sales contracts that I mentioned earlier.

When the mineral sands acquisition completed in June, it came with legacy feedstock sales contracts, priced significantly below market, as we have mentioned in the past. These contracts will expire across the next 4 quarters.

Approximately 40,000 metric tons of CP titanium slag will expire at the end of 2012 and the balance of 100,000 metric tons, also of CP slag, expires by the end of 2013.

We expect to realize substantial price increases as these volumes are released from their historical contracts. And going forward, we plan to realize the double benefit of selling high prices -- excuse me, of higher selling prices on the long portion of feedstock and higher margins on our pigment business when we switch to internal consumption of our own feedstock.

Moving to the pigment section on Slide 6, pigment segment revenue of $279.8 million was 30% lower than our sales a year ago of $399.4 million. This was driven by lower volumes across all regions, particularly in Asia, and unfavorable currency translations, partially offset by higher average selling prices.

Pigment volumes were 32% lower than last year's third quarter. Recall that last year's third quarter was a very strong one for our business.

A year ago, we were running the pigment plants at maximum practical utilization, as well as selling tons out of inventory.

Selling prices in the quarter were approximately 4% higher than a year ago, including the unfavorable impact of foreign currency translations. Excluding currency impacts, selling prices were up approximately 7%.

On a sequential basis, third quarter sales volumes were 13% lower than the second quarter and selling prices were 6% lower.

Segment earnings moved from $111.6 million in the year ago third quarter to a reported loss of $13.2 million in the current quarter. Included in current quarter earnings is a $9.7 million fair value step up of inventory related to the mineral sands acquisition.

Excluding this inventory step up cost, segment results were a loss of $3.5 million in the quarter, driven by lower volumes, higher feedstock costs and lower production rates.

Moving to Slide 7. Again, our performance in this quarter is a reflection of 2 primary factors.

First, the consumption of our -- by our pigment operations of market-priced feedstock. Our purchases under existing supply contracts are at market price and not significantly below market as is the case in some historical contracts that exist today.

They have been for a long time -- they have been, that is at market price, as these contracts were put into place during our bankruptcy period when we could not enter into long-term contracts.

And second, the decision to slow production at our pigment plants resulted in a higher cost of goods sold as we produced fewer tons to absorb fixed costs. This slowing of production also extended the period, during which we still consumed our inventory of market-priced feedstock that came with the mineral sands acquisition rather than our own ore.

As a result, we did not realize the margin benefits inherent in our vertical integration, which we will, once this market-priced feedstock has been worked through our inventory.

We estimate that the combination of these factors reduced our adjusted EBITDA by a total of approximately $40 million in the segment. However, our decision to slow production to an average utilization rate across our system of approximately 70% enabled us to maintain finished pigment goods inventory at the same level as it was when we started the quarter.

We intend to continue to manage the utilization rates of our plants until demand picks back up. This means that you can expect continued high cost of goods sold in our pigment segment for the next few quarters.

However, we will increasingly capture the margin causing some of these higher pigment costs in our mineral sands results.

We believe that the levels of both our sales and pricing performance in pigment is consistent with the overall industry's experience during the last year and is the result of macro factors that we have previously discussed. Specifically, that there was a substantial inventory buildup by our coatings and plastics customers in the third quarter of 2011 as they faced supply shortages and quarterly price increases.

We believe, and the public comments of our customers seem to indicate, that these customer stockpiles have been reduced to more normal levels and destocking will no longer materially serve to reduce TiO2 purchases below their consumption requirements. This, at long last, is a positive development.

Second, our customers clearly responded to the steady and substantial price increase in TiO2 that occurred across the second half of 2010 and the first 3 quarters of 2011, by using less of it, either directly or by mixing lower-cost materials with the TiO2 in their formulations.

Since most of our customers produce high-quality products, we believe that they have acknowledged that there is a limit on how much of this they can do before the quality of their products is unacceptably degraded. We expect that we are near that limit, and as prices decline, their incentive to increase this risk will also decline.

We see this as another positive sign.

Suppressed macroeconomic conditions in the major markets of the world have also contributed to reduce demand and sales volumes. While not yet at historical levels, U.S.

housing is clearly recovering, reflected in both new home construction and existing home sales. Consumption of paint and plastic products and of TiO2 should naturally increase along with it.

We derive approximately 40% of our total global pigment sales revenue from North America. The U.S.

is our largest single market and is almost exclusively a chloride process product consuming market. Therefore, we believe a U.S.

recovery will be disproportionately beneficial to Tronox.

In the fourth quarter of 2011, the government of China deliberately and very effectively intervened in the economy to slow domestic growth generally and housing construction specifically. After having reduced their country's growth rate significantly over the past year, the government has announced that they have now shifted to a more stimulative policy orientation.

The most recent reports on Chinese exports and GDP growth seemed to indicate that economic performance is now improving in China.

We expect this recovery not only to increase our direct sales opportunities, but more importantly, cause Chinese TiO2 production, now being exported into Asia-Pacific and Europe, to remain in the Chinese market satisfying the increasing domestic demand. This should have a positive effect on pricing in the regions into which that surplus supply has been shipped over the last year.

Finally, volume in Europe has dropped by almost 1/2 in the past year, largely as a result of the recession that has been produced by the dramatic austerity measures adopted in response to the Eurozone's fiscal and political crises.

As we said, our paint, coatings and plastics customers have completed or soon will complete their destocking programs; the increased pace of U.S. construction starts and existing home sales; the timing of Chinese policy initiatives and the business downturn normally associated with their New Year holiday; the typical fourth quarter and first quarter seasonal reductions; and the existing level of finished good pigment inventory being held by TiO2 producers, all lead us to believe that the recovery that we expect will first manifest itself in financial performance improvements in the second half of 2013.

And over the medium to long term, we continue to believe the industry's supply/demand fundamentals will support an extended period of strength for the mineral sands and the pigment value chain, despite the current transitory soft period.

I'll now turn the call over to Dan Greenwell for a report on our financial position.

Thank you, Tom, and good day to everyone. I'm pleased to be with you here today to report our strong financial position and our accomplishments during the third quarter.

In August, we issued $900 million of senior notes priced at 6.375% due in 2020. In combination with the $700 million term loan we closed in February, at third quarter's end, we had $1.6 billion of long-term debt on our books at a weighted average cost of 5.45%.

Second, we completed our share repurchase program. A portion of the proceeds of the notes offering was used to complete the share repurchase program.

Following the board's authorization on June 26, we repurchased 10% of our total shares outstanding or 12,626,400 Class A shares at an average price of $25.84 per share, inclusive of commissions, for a total cost of $326.2 million.

Let's now move to major line items on our income statement and balance sheet. Corporate and other revenue was $38.6 million in the third quarter of 2012 versus $37.5 million in the prior year quarter.

This includes our electrolytic manufacturing business. Electrolytic and other chemical products net sales increased $2.6 million above last year's third quarter, primarily due to restocking programs by our customers.

Corporate and other expenses in the quarter were $64.2 million, as compared to $63.2 million in the prior year quarter. Selling, general and administrative expenses for the third quarter 2012 were $59.6 million versus $53.8 million in the year ago quarter.

The increase was primarily due to costs associated with the mineral sands acquisition. The current quarter included approximately $10 million of transaction-related costs.

Depreciation and amortization in the quarter was $67.3 million. We estimate that annual depreciation and amortization will be in the range of $190 million to $210 million for the newly acquired mineral sands business.

Therefore, we expect annual depreciation and amortization for the consolidated enterprise to be approximately $260 million to $280 million.

A reminder for you. Inventory values for the acquired businesses were written up to fair market value at date of acquisition, an increase of approximately $270 million in the purchase accounting.

That treatment -- that write-up will be amortized as part of the inventory when it's sold. We estimate additional noncash amortization to occur within the next 3 to 9 months.

Regarding our tax rate, as I reported last quarter, our estimated effective tax rate should be in the range of 8% to 12% for the remainder of 2012 and throughout 2013. In the current quarter, we recognized a $30 million benefit related to a deduction for a foreign loss not previously recognized.

Beginning in 2014 and for several years thereafter, we expect our effective tax rate will be in the range of 15% to 19%.

During the acquisition planning, we implemented multiple tax strategies to lower our effective tax rates and the amount of cash taxes paid. A key aspect of this optimization strategy was the reorganization of Tronox's subsidiary ownership structure for our international operations.

This new structure will provide cash savings in the future in the form of lower tax payments.

Next, the noncontrolling interest line. As we reported last quarter, we have a new component of equity on our balance sheet called noncontrolling interest.

This caption represents the amount of Exxaro's 26% ownership of the South African entities as required by the country's Black Economic Empowerment legislation.

In our 10-Q, we provide revenue generated by our South African operations, which should enable you, after making your own assumption regarding profit margins, to estimate minority interest. For further clarification, Exxaro does not contribute capital or share cost of our South African operations.

Regarding capital expenditures, we estimate our capital spending for 2012 will be in the range of $130 million to $140 million. Going forward, we expect that annual capital spending for the next 3 years will be in the range of $100 million to $120 million for maintenance capital, plus $110 million to $130 million each year for the Fairbreeze mine development in years 2013, 2014 and 2015.

One final comment; many people ask whether Exxaro's reported equity earnings from Tronox can be reviewed in the same context as our U.S. GAAP statements.

The short answer is no. Exxaro reports their financial statements in accordance with IFRS and there can be material differences in timing recognition, accounting principles and valuations.

At this time, I'd like to turn the call back to Tom Casey.

Thanks, Dan. As Dan said, despite the third quarter's challenges, we closed the quarter with a very strong cash position; $774 million in cash, having -- after having spent $326 million to purchase 10% of our outstanding shares.

And as I've mentioned earlier, pursuant to Australian law, those shares have now been canceled. In addition, we paid $32 million in dividends and funded $44 million in CapEx.

There are 2 particularly significant aspects of the operating performance that I would like to review; first, the very strong performance of our mineral sands segment, which we consolidated for the first full quarter in this release. Sales of these products were particularly strong in our view, considering that this performance was delivered from our core feedstock business and achieved despite zircon volumes being down 74% from the prior year.

And second, the prospective improvement in the mineral sands segment's performance as approximately 140,000 tonnes of under-market feedstock supply contracts expire. As we've reported, approximately 40,000 tonnes of those contracts expire at the end of 2012 and the balance of 100,000 tonnes expires by the end of 2013.

We expect substantial price increases for those tons as the volumes are released from contracts.

Two more -- two other matters warrant addressing. First, on a pro forma basis through the third quarter, we generated $1.6 billion in revenue and an adjusted EBITDA of $668 million for an adjusted EBITDA margin of 41%.

While we expected the lower -- the second half of 2012 to be lower than the first, we did not foresee the degree of softness that we experienced in the third quarter and that we now expect in the fourth quarter.

As I have indicated, we expect price, but not volumes, to soften further in the fourth quarter. Therefore, we no longer expect that we will generate, on a pro forma basis, between $2.5 million to $2.6 million in revenue and between $875 million and $962 million in adjusted EBITDA as we have previously indicated.

Instead, the slowed production at our plants and the lower sales volumes in the third quarter will result in $150 per tonne higher pigment feedstock costs in the fourth quarter as we work through the last and the most expensive third-party inventories -- third-party feedstock still in our inventory. As a result, we expect adjusted EBITDA to be lower in the fourth quarter than it is in the third quarter and, perhaps, approximately $100 million.

Regarding our forecast of market conditions over the next few quarters, we are subjecting our entire cost structure to a thorough review and intend to reduce spending even beyond the savings produced by the slowdown in plant utilization rates that we have already implemented.

Second, our board has recently reviewed our assessment of the global markets, when we expect they will improve and our strategy for managing the business in the meantime, as well as for maximizing shareholder value going forward. We remain convinced that demand will recover in 2013.

We strongly believe our vertically integrated structure gives us a material cost advantage because we are the only company that captures margin at both the feedstock and pigment levels and will do so wherever that margin shifts in the supply chain over time.

This will not only give us differentiated financial strength to withstand downturns, but also pricing flexibility that no other pigment or feedstock producers have. We are presently evaluating commercial arrangements with our customers to take advantage of these unique strengths.

We have already said that we do not expect to see a significant improvement in the pigment market for the next few quarters. As a result, we expect that some production may be taken out of the industry as legacy below-market feedstock contracts expire and as margins for nonintegrated pigment producers become unacceptably low.

In contrast, we believe we are well-positioned to grow, whether through acquisition in related markets or expansion in the TiO2 sector generally. And we intend to be aware of opportunities to do so that can add and create value for shareholders.

Moreover, as we have discussed, we have a substantial tax benefit available to us that will enable higher cash retention in any potential combination that may not be available to other parties without these tax attributes. However, we also recognize the uncertainties associated with the recovery in pigment sales that we expect.

So as both an additional measure of strength and to retain the ability to capture any value-enhancing opportunities that may present themselves in these times, we have decided to defer any issuance of a special dividend at this time.

However, we realize that equity investors, like all other investors, require a return on their investment. At yesterday's close, our current dividend provides a yield of 5.87%, and we are confident in our ability to deliver increasing value by using our advantaged strategic position and strong balance sheet as I have described.

Our board has declared a regular quarterly dividend of $0.25 per share, payable on December 3, 2012, to shareholders of record of the company's Class A and B common stock at the close of business on November 23, 2012. Going forward, we will continue our drive to deliver increasing value for shareholders.

With that, I thank you for your time and attention. We'll be happy to answer any questions.

Operator, if you would like to open up the line?

As I sort of look at some recent presentations that you've made, I mean, most of them start with a title Vertical Integration: Maximizing Value in Any Environment. Now, I'm sitting here and taking a look at your EBITDA margins for the pigment segment in Q3 and I see them as 9%, and that compares to Rockwood at 12%, Kronos at 11%, Huntsman at 23% and DuPont at 22%.

Now, I completely understand the case that you have made that you were not sort of fully integrated, so to say. I mean, I guess, you were integrated, but you still had the legacy contract issues.

Now from, I guess, an investor perspective or an analyst perspective, I think it would be really helpful if you could give us some guidance for '12, '13, '14, '15, over the next several years, how we should think about your level of integration on a non-contracted basis? I mean, we know that 125% integration you guys have, but there are contracts in the mix.

So could you give us some clarity as to how to think about the non-contractual side over the next coming years?

Yes. This is Tom.

Let me start and then if -- Dan, if you want to add to it. I mean, I mentioned that our inventory, at present, is approximately 1 quarter's worth of sales.

That inventory is largely, but not exclusively, composed of pigment that used or that processed purchased ore, so that we have approximately 1 quarter more of purchased ore costs in our pigment margins. There, as I mentioned -- I mentioned also that the costs of ore in the third quarter were almost $1,000 more per tonne than they were in the third quarter of 2011.

So one might derive from that, that the price increases Q3 '11 to Q3 '12 are not costs of extraction or mining costs or beneficiation costs, but rather margin increases for the mineral sands producers. That would mean that once we capture -- once we work through the ore pigment that is presently in inventory, which as I said is approximately a quarter's worth of sales, that we will be capturing that margin, that almost $1,000 margin again.

And from that point on, from the early part of 2013 on, we are managing our feedstock purchases so that we will consume our own mineral sands ore supply, unless we have opportunities to sell our feedstock to third-party customers at a higher price or we are contractually committed to sell them. And I believe that the vast majority of our pigment production starting early in 2013 will be using our own mineral sands as feedstock and, therefore, that the margins that you see will include -- on a consolidated basis, the margins that you see will include -- will be much higher than what you saw this quarter.

What you saw this quarter in our performance is an illustration of what will happen to any non-vertically integrated pigment producer, that if they have to -- because remember, we bought our ore 100% at market prices. And, therefore, anyone else who is buying ore at market prices for their pigment operations will have confronted the same situation that we confronted.

The difference is twofold. One is some other pigment producers have sort of residual under market-priced legacy supply contracts, those are rolling off and various of the other pigment producers have talked about when their contracts are rolling off.

And secondly, to the extent that they operate sulfate plants, they don't -- they compete in a slightly different market. They have a slightly different cost structure because of the difference in price between sulfate ilmenite as a feedstock and chloride plants which use slag, SR and NR as a feedstock.

We have looked at the relative price differences for those -- that comparison. In other words, comparing a chloride producer that is vertically integrated against a 100% sulfate producer, and there are no 100% sulfate producers among the big 5, mind you, but just to take it to an extreme, and our cost will be lower than that, the 100% sulfate producer, buying lower-priced ilmenite, once we start processing our own mineral sands.

So again, this is an unusual quarter because we are buying feedstock at high-priced market and that this will be -- this and perhaps, the fourth quarter, because we still have, as I said, a quarter's worth of inventory, this will be the end of that period, at which point then we get the benefits of vertical integration.

Understood. Now, another quick follow-up.

I mean, you were talking about around 40,000 tonnes of slag contracts rolling off in '12 and another 100,000 tonnes in '13. Now, I think if my numbers are correct, you have around 410,000 tonnes of slag.

So what about the remaining 270,000 tonnes?

We will consume -- well, we have 2 choices. We can consume it ourselves.

We also have contracts with other providers, other pigment providers that are at market. They have quarterly resets to market.

We have been contacted by still more pigment producers who have an interest in buying that slag. And we always have the ability to consume it ourselves.

So we will -- again, as I said earlier, we will look at our consumption requirements in the pigment plant. We have SR that we produce out of Chandala in Australia.

We have natural rutile from all of our facilities, all of our mining and beneficiation facilities. And we'll make a judgment about how to optimize the enterprise's margin by balancing consumption of our mineral sands versus a less consumption in sales into any of these contracts.

Got it. So final, final one in terms of the share buyback; obviously, through the course of the quarter, you were seeing industry conditions deteriorate.

And as it appears, things have deteriorated further through the course of Q4. I mean, just -- no one can time these things to perfection.

But was there a desire on your part to maybe sort of do a piecemeal rather than sort of all-in-one go?

No. I mean, we set up a program that involved daily purchases and we decided to do so because at least one of the motivations for us was to return capital to shareholders and to provide shareholders that wanted an opportunity to leave, to do so in an orderly way.

So once we set up the program, we just executed it.

Zircon prices, you mentioned that year-over-year volumes are down 74%. What can you tell us about the current trend for zircon pricing?

What did it average in third quarter? I mean, what is the trend now in the fourth quarter?

Is -- are zircon prices holding up?

No. I think that zircon prices will continue to decline.

They held strong for a very long time. And in the third quarter, they remained relatively close to what they had been for the preceding year.

But as the volumes declined, I think you will see some movement in the price down. There are auctions that are now taking place that are showing some price -- some demand at a lower price.

And our forecast is that, in 2013, zircon volumes will increase and -- but prices will decline. I know you know, Gregg, from prior work that the margins on zircon are very, very high.

I mean, zircon is a coproduct of the titanium mining. And as a result, there's very little work necessary to move it to a condition where it's in -- where it's sold.

And as a result, I suspect it will remain a very high-margin product, but I don't think that it will hold the prices that it was at in 2012.

Okay. Using $2,000 as a benchmark, where you above that benchmark in 3Q and do you expect to be below that benchmark in 4Q?

Yes and yes.

Okay. Moving along to your assumption, you mentioned that you thought your EBITDA could potentially be in the area of $100 million in Q4.

What pricing does that have, average pricing for pigment does that have assumed in it for 4Q versus 3Q?

We don't usually give specific quarterly price estimates. But we assume that -- I think we said that the price in the third quarter declined to 6.5% approximately Q2 to Q3 and we expect a further decline in the fourth quarter pricing, perhaps not of that magnitude, but a decline nevertheless.

Okay, I appreciate that. That’s very helpful.

The final question, if I could. The Fairbreeze project, have you considered the potential of either delaying that project or slowing it down in order to conserve cash?

Is that an option that's on the table in these market conditions?

Well, it's something that we are sort of -- we would have a responsibility to consider. We feel strong on our cash position.

As I mentioned, I think, we -- at the end of the quarter, we had $774 million of cash. But we also -- and we have a very substantial feedstock inventory in Namakwa and at KZN and in Australia that we could feed the smelters at KZN for quite a while on feedstock materials that we have already mined and that are stockpiled in those locations.

So it's not so much a question of slowing down Fairbreeze would cause us to reduce our slag production. We don't think it would.

However, we also know that in this business, these assets last for a long time and you have to plan for decades of operations. And so we remain committed to bringing Fairbreeze into operation.

Right now, the -- we have just begun some very preliminary work on site prep and road work and things like that. So we're not fully committed to -- we're not fully active yet in developing the mine because of our requirement to get permits out of the South African government.

So right now, it's not a pressing current issue since we're not fully committed to it anyway in 2013 -- 2012. But in general, what I would say, Gregg, is we are -- we consider it, because it's our responsibility to do so, but we also think that we plan for the long term in the business and Fairbreeze will be a valuable asset for us over the long term.

So our intention -- our inclination right now is we would continue to develop it.

Is your upgrader project the one that you removed the high garnet from your stockpile? Is that up and running?

I don't think it's in commercial production yet, but I know that construction of it is well along and we expect to see -- we'll have to -- once it's up and the parts are put together, we'll run some product through it to test it. And I expect that we'll get -- we'll be getting commercial production out of that in the first quarter.

A couple of questions. Can you tell me the amounts in dollars, millions of the dividend that was paid to Exxaro in this quarter?

And then secondly, what are you considering in terms of further disclosure? So are you going to disclose volume information, pricing information in any detail?

And then just finally, I caught the back-end of the question about zircon pricing. Could you make similar comments, please, around what pricing looked like in the quarter on pigment and on minerals and what you're seeing in terms of pricing since the quarter ended?

With respect to the Exxaro dividend, I don't know the exact amount, to be honest, but it was $0.25 times however number shares they held at that date we paid it.

Roughly 10 million shares.

They had -- yes, they...

Roughly 10 million pre-split.

Pre-split, right?

Right.

So they had approximately -- they had slightly under 50 million shares and they received $0.25 per share on that, approximately. I mean, Dan would know better than -- he would know the precise number and I can give you the precise number, Caroline, if you need it.

But basically, it's $0.25 times 49-point-something million shares.

With respect to the pigment prices and mineral sands prices, the pigment prices, as we said already, declined I think 6.5% or 6.7% in the third quarter, relative to the second quarter. There's variability in the regions of the world; that is Europe, Asia, Middle East, Latin America and North America, but on average, that was the price.

I've already said that we expect it to decline further in the fourth quarter on average. In mineral sands, prices stayed relatively strong, again, with the exception of zircon, which stayed relatively strong in the third quarter but began to erode.

I think if we were -- we don't have a good sense of NR and SR sales prices for this particular quarter because we consumed most of our own product and, therefore, we were not actively negotiating. I expect, in 2013, that NR, natural rutile and synthetic rutile prices will decline from their first half of 2012 levels; that slag will stay relatively strong, particularly chloride slag; that zircon prices, as I've already mentioned, will decline more than the other products, more than NR and SR but that volumes may pick up as a result.

I don't know if I answered all your questions, Caroline.

And in terms of any further disclosure; I mean in these results, obviously, you do show revenue by segments between minerals and pigments and you show income. But are you going to give any further information going forwards in terms of disclosure?

Well, in our 10-Q, Caroline, we'll provide a full disclosure of our segment results; revenues, operating income, depreciation and amortization. And then, of course, we've given you the adjustments in the operating earnings related to the amortization of the inventory step up.

So I think our full segment disclosure in the 10-Q, which we intend to file tomorrow, will have all that information for you.

No. But in terms of volumes, are you going to disclose what the volumes were or more detail on the pricing than you've given in terms of different other geographic or product segments?

Well, we certainly disclose total revenue in the geographic sense, so that's included in a footnote in our 10-Q that we'll file. So you'll get an idea of the geography.

But as far as volumes and pricing, other than the movement of percentages, it was up x% or down x%, we don't intend to disclose actual volumes and actual prices.

Yes. And nor by regional breakdowns itself.

My question is regarding the seasonality factor in Q4. Are you seeing anything in the marketplace to consider that maybe the destocking that you're -- you've been talking about changing up the seasonality factor of Q4?

That's a very good question. I would have hoped so, to be honest.

But I'm not sure. I'm not sure that we'll see it.

I think that the fourth quarter, in terms of tons sold will be somewhat higher than our third quarter in terms of tons sold. But it is a -- it's a relatively, historically, weak quarter in terms of sales.

And so I think that what we'll see is that the weakness in it, from a seasonal point of view, will be offset somewhat by the end of the destocking. But when you think about the end of the destocking period, the fact that the -- our customers are maintaining normal levels of inventory now means that when they buy, they'll be buying 100% of their requirement rather than what they might have been buying for the previous 4 or 5 quarters.

And obviously, in the fourth quarter, they just buy less. So it won't be -- I don't think it's going to lead to a massive increase in sales volumes in the fourth quarter, if that's the question.

Okay. And then as far as -- just as much as the demand you're expecting, how much do you think we could see in Q1 or Q2?

Are you suggesting that we'll see normal kind of purchasing habits in Q1 and Q2?

Yes. Well, I think Q1 is also a seasonally slow quarter historically.

In Asia, it also has -- it's leading up to the leadership change in the government in China, which obviously affects the speed with which new policies are implemented. There's the Chinese New Year holiday, which takes out a good portion of February for next year.

So we don't expect to see a significant increase in performance in the first quarter. We think that there may be an increase in purchases in the second quarter as some of -- as the North American new housing starts continues to pick up, as construction actually increases in North America, they get through the wintertime on these new housing permits that we've seen been issued, as China begins to pick up.

But remember that in terms of sort of our response to increase in sales, we're carrying about a quarter's worth of inventory and, therefore, for a quarter after demand picks up, we will be working down our inventories. And we will then begin to -- as we approach the end of that period, which, as I said, is slightly less than a quarter, we'll begin to ramp up the utilization of our plants to meet the demand, assuming we see it continuing, which we expect they will into the second half.

At which point, plant utilizations increase, margins increase as a result of greater absorption of fixed cost. And I suspect prices will also begin to stabilize and then increase as plant utilizations increase.

So that's how we see 2013.

Tom, my question is really on ore and I was just wondering if you could give us a sense of how do you see the pigment weakness impacting slag in particular? I know you gave some guidance that you expected it to be relatively strong, but can you be a little bit more specific on what relatively strong would mean?

And then secondly, on capacity -- on industry capacity, can you just give us a sense of where you might see capacity coming out; an order of magnitude of how much capacity you think could come out of the industry? Just elaborate a little bit more on that comment.

That would be great.

With respect to slag prices, I would recommend that you talk to Rio Tinto. Rio Tinto is by far the major supplier of slag to the market.

And particularly, we already talked about that we produce 410,000 tonnes of slag a year and we can consume some or all of that. About 100,000 tonnes of that in 2013 will be under contract.

So there's 300,000 tonnes available for ourselves. We may sell some of that to other pigment producers or we may consume it all ourselves.

So the vast majority of the slag being supplied into the market will be produced by Rio Tinto. Recognizing that they are not -- if not the exclusive supplier of the product there, they are one -- they supply the majority of this product, I think they will be an important factor in determining the price of slag going forward.

As I said, my sense is that it will stay strong, relatively speaking, but I can't give you a specific number.

The other question was plant shutdowns. We have a -- we and some independent consultants, I know TZMI has a study on this subject.

I'm sure others do as well. We do it.

We have a sense of the cost per ton of producing pigment across the industry and, obviously, we made -- it may not be absolutely precise because we don't have perfect information, but we think we have a reasonably good idea of some of the cost per ton. And I believe that some of the smaller plants in some of the more expensive regions of the world are going to be -- find it very difficult to stay in operation in -- at prices that we foresee happening.

Can you guys let us know what the share count was at the end of the quarter, following all of the repurchases?

Roughly 113 million shares.

Okay. And can you just provide a little more color on your decision to defer the special dividend?

I believe even quite recently, you guys were pretty clear that, that was something you guys were going to address at the board meeting in December. Is that something that's just pushed out 6 months?

Is that something that's no longer on the table? That's just quite a reversal from a lot of the public comments we've heard.

That's all my questions.

Yes. We have been evaluating issuing a special dividend from the start.

And what we just decided that we -- as I said, we think that the market's going to turn up. We think that there'll be strengthening in the market in the second half of the year, but we can't predict what happens with the fiscal cliff negotiations in the United States, and what happens with Greece and Spain and other Eurozone considerations, or what happens with the effects of the leadership transition in China.

And so it just seemed to us that there is a lot of uncertainty that can affect timing. In all of those factors, we would think that even if it develops initially in a negative way, it will resolve over time.

And so the long -- the mid- to long-term view for us is very optimistic and we're very confident about it. But in the short term, we just saw that there was uncertainty and we think the prudent course was to be -- to say we're not going to do it now.

Whether we do it in the future, will be a function of the cash we're generating and carrying in the future. We've said before that we see no reason to maintain excessive levels of cash if there's no other reason to keep it.

But now, we think that uncertainty and prudence call for us to hold on to it right now. And since we had talked about it earlier, we wanted -- since the board had made that decision already, we wanted to be as quick to tell you what we were thinking as we had been to talk about what we were thinking when we're thinking about another course.

A couple of questions. One is that is there a price of the -- so the stock is now trading at $15.80, I'm just -- the first question is, is there a price where obviously, stock was bought back at $25, here we are nearly $10 lower.

And I'm wondering is there a price where there's a line in the sand, where you decide this is going to be the line in the sand, whether it's to repurchase shares or other capital allocation issues become relevant? That's the first question.

I don't know what you mean by other capital allocation issues. But we can...

I mean whether it's special dividends or going private or selling the company or whatever those issues are, there's a price where -- let's suppose, the stock traded at $5 a share. I mean, things do happen in this economy that are kind of strange.

And people are nervous about the direction of earnings for the company, so I'm just curious is there -- obviously, if you bought stock at $25, you had one view of the stock. And obviously, that's been revised and here we are at $10 lower, and I'm just curious.

The first question is really is there a price where it becomes ridiculous? I'm just getting a little thought on that.

Or is it just sort of we're just going to hold off no matter what? It sounds like...

Well, we have some constraints, right, on our ability to buy additional shares back. I mean, obviously, if we thought that it was worth doing at $25, we think even more certainly, it's worth doing at $15.

However, there is an Australian law restriction on buying more than 10% of the outstanding shares without a shareholder vote to approve it. We could convene a shareholder meeting.

I suspect the shareholders would approve using some of our cash to buy more shares. However, that would likely put Exxaro into control of the company because they are sitting now at 45%, we believe.

And it's been our view that if anyone is going to take control of the company, they should pay the typical control premium for doing so. So our ability to buy more shares back is limited by both Australian law and Exxaro's ownership position.

We've already talked about the special dividend and our thoughts on that. So right now, basically, the -- our view is that we have to -- we'll just -- we remain confident that as these contracts roll off, that Exxaro -- the mineral sands business has subject to, our margins will increase.

They'll increase through increased utilization starting in this -- in the later half of 2013. Prices will firm and we'll recover more quickly than anyone else.

And so, if we just have to wait and prove that, then that's sort of what our options amount to at the moment.

Let me ask a second question on China. China seems to be a more disruptive factor than even the substitution issues I'm getting from -- when I talk to various companies, there's a greater concern about how much volumes have been displaced by the Chinese even here in North America than there is by the issue of substitution with sulfate material or other -- or the Dow Chemical stuff or whatever it is.

I'm just curious what your thoughts are on the Chinese having a much greater disruptive effect?

We -- our experience is that they're -- the Chinese are not -- we're not losing tons of chloride pigment sales, which is what we make and sell, to a customer who is buying a Chinese sulfate ton of pigment to any great degree. That's not the impact on us.

The -- I think the China domestic production came out into the market and mostly went into Asia-Pacific. To some degree, it went into Europe.

And -- but it competed for sulfate product. That, in turn, displaced sales that other sulfate manufacturers would have made into those markets.

And those tons then went looking for a home. And that's what's causing prices to come down across the world.

The chloride producers are somewhat more insulated from that, from the impact of the Chinese because at the high -- chloride is a relatively high-end product and sulfate is a relatively lower quality product. And so, it's not as impactful as if we were in the low to mid-quality sulfate pigment market.

So others may have been affected more than we have been.

Is there -- Tom, is there a -- going to couple of the quick issues. I'm hearing from the trade, I've been getting this [indiscernible] that DuPont's been moving some of its volumes from PPG Industries to Tronox.

Is there any validity in that?

I don't know what that means. They have been moving...

It means that they're getting some contracts or they've taken contracts that supplied chloride-based material to PPG, and PPG's moved some of that to Tronox. That's anecdotal.

I've gotten that from 2 different voices, but I never heard any of that before.

Well, Charlie, we don't -- I mean, we don't talk about -- PPG is an important customer of ours. We work closely with them.

We have other important customers, obviously, but we don't talk about the relative market shares at individual customers, so...

Okay, okay. Then the other 2 things is that is there a transaction that you hear anything about Rockwood, because Rockwood's had this asset on the block now for a while.

I mean, it's probably been several months and I'm just wondering do you see that transaction moving and who do you see as a potential buyer or is that transaction movable?

I don't know, Charlie. I don't have any comment on what Rockwood is doing.

I don't know and I don't have any comment. Is there a question, Charlie?

Okay. The other noise is that on Kronos, Simmons just sold TIMET, as you probably saw.

Is there any reason to revisit a consolidation opportunity or is that something that's not in the cards?

Again, I don't have any comment on any sort of strategic initiatives by other people or by us.

Thank you, operator. And thank you, everyone.

We'll talk to you next quarter.