Acquisition of the Mineral Sands Business (Tables)

9 Months Ended

Sep. 30, 2012

Calculation of Total Purchase Price and Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed from Exxaro

	Initial Valuation		Adjustments			Adjusted Valuation
Consideration:
Number of Class B Shares(1)		9,950,856		—			9,950,856
Fair value of Class B Shares on the Transaction Date	$	137.70	$	—		$	137.70
Fair value of equity issued	$	1,370.1	$	—		$	1,370.1
Noncontrolling interest		291.1		—			291.1
	$	1,661.2	$	—		$	1,661.2
Fair Value of Assets Acquired and Liabilities Assumed:
Current Assets:
Cash	$	114.8	$	—		$	114.8
Accounts receivable		199.0		—			199.0
Inventories(2)		621.7		(7.8	)		613.9
Prepaid and other assets		24.1		—			24.1
Total Current Assets		959.6		—			951.8
Property, plant and equipment, net, including mineral leaseholds of $1,366.0		2,319.2		—			2,319.2
Deferred tax asset		26.4		—			26.4
Other long-term assets		19.1		—			19.1
Total Assets	$	3,324.3	$	(7.8	)	$	3,316.5

Current Liabilities:
Accounts payable		36.4		—			36.4
Accrued liabilities		156.9		—			156.9
Short-term debt		76.0		—			76.0
Current deferred tax liability		28.3		—			28.3
Income taxes payable		2.1		—			2.1
Other current liabilities		8.5		—			8.5
Total Current Liabilities		308.2		—			308.2
Long-term debt		18.7		—			18.7
Deferred tax liability		211.5		(3.0	)		208.5
Pension and postretirement healthcare benefits		5.4		—			5.4
Asset retirement obligations		57.1		—			57.1
Other(3)		1.1		10.7			11.8
Total Liabilities		602.0		7.7			609.7
Net Assets (Liabilities)	$	2,722.3	$	(15.5	)	$	2,706.8
Gain on Bargain Purchase	$	1,061.1	$	(15.5	)	$	1,045.6

(1) The number of Class B Shares issued in connection with the Transaction has not been restated to affect for the 5-for-1 stock split as discussed in Note 19.

(2) The valuation of certain inventories has been adjusted to more accurately reflect the fair value at the Transaction Date.

(3) The Company completed the valuation of a Long-Term Incentive Plan for certain employees in South Africa and Australia (see Note 20).

Calculation of Amount of Net Sales and Earnings from Acquisition of Minerals and Business

The following table includes the amount of net sales and earnings from the acquired mineral sands business included in the Company’s results since June 15, 2012.

	Mineral			Pigment			Corporate and Other			Eliminations			Total
Net Sales	$	237.6		$	32.7		$	—		$	(14.7	)	$	255.6
Loss from Operations	$	(5.2	)	$	(8.7	)	$	(0.1	)	$	(7.2	)	$	(21.2	)

The following table includes the amount of net sales and earnings from the acquired mineral sands business included in the Company’s results for the three months ended September 30, 2012.

	Mineral			Pigment			Corporate and Other			Eliminations			Total
Net Sales	$	207.1		$	23.7		$	—		$	(14.7	)	$	216.1
Loss from Operations	$	(9.6	)	$	(7.6	)	$	(0.1	)	$	(7.2	)	$	(24.5	)

Supplemental Pro Forma Financial Information

In accordance with ASC 805, the supplemental pro forma results of operations for the three and nine months ended September 30, 2012 and 2011, as if the mineral sands business had been acquired on January 1, 2011, are as follows:

	Successor					Successor
	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011		Nine Months Ended September 30, 2012		Nine Months Ended September 30, 2011
Net Sales	$	487.3		$	664.6	$	1,637.1	$	1,751.1
Income (Loss) from Operations	$	(27.6	)	$	166.2	$	364.3	$	223.0
Net Income (Loss)	$	(7.5	)	$	150.5	$	339.5	$	1,870.7
Net Income (Loss) attributable to Tronox Limited	$	(7.8	)	$	149.1	$	310.9	$	1,871.4
Basic Net Income (Loss) attributable to Tronox Limited per share	$	(0.06	)	$	1.18	$	2.50	$	14.86
Diluted Net Income (Loss) attributable to Tronox Limited per share	$	(0.06	)	$	1.16	$	2.44	$	14.52