8-K

x

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 26, 2009

Rockwood Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32609	52-2277366
(Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

100 Overlook Center
Princeton, New Jersey 08540

(Address of registrant’s principal executive office)

(609) 514-0300

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 2.02.              Results of Operations and Financial Condition.

On October 26, 2009, Rockwood Holdings, Inc. (the “Company”) issued a press release discussing the Company’s results of operations for the third quarter ended September 30, 2009. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The Company will also host a conference call and webcast on October 26, 2009 to discuss its third quarter results of operations. A copy of the conference call presentation materials is attached to this Current Report on Form 8-K as Exhibit 99.2.

The information disclosed in this Current Report on Form 8-K and the Exhibits shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.              Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 26, 2009.
99.2	October 26, 2009 Conference Call Presentation Materials.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROCKWOOD HOLDINGS, INC.
	By:	/s/ Michael W. Valente
		Name: Michael W. Valente
		Title:   Assistant Secretary
Dated: October 26, 2009

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EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Distribution	Contact:	Timothy McKenna
		tmckenna@rocksp.com
		Phone: 609-734-6430

Rockwood Reports Third Quarter Results:

·Net sales of $786.2 million.

·Adjusted EBITDA of $151.1 million.

·As reported EPS from continuing operations of $0.14 vs. $(0.06).

·As adjusted EPS from continuing operations of $0.19 vs. $0.45.

·Free cash flow of $116.3 million.

Princeton, New Jersey; October 26, 2009 — Rockwood Holdings, Inc. (NYSE: ROC), a global producer of specialty chemicals and advanced materials, today announced results for the third quarter of 2009, as compared to the same period last year.

Commenting on the third quarter results, Seifi Ghasemi, Chairman and Chief Executive Officer, said, “Since the start of the global economic slowdown in October 2008, we have maintained the position that Rockwood has the determination, ability and flexibility to control its operations and costs so that we can deliver high margins and generate a substantial amount of free cash during the difficult economic environment in 2009.  Our third quarter results demonstrate our ability to deliver on what we had promised.  Our Adjusted EBITDA margin for the third quarter of 2009 was 19.2%, which is higher than the 18.5% achieved in the third quarter of 2008.  In addition, we generated $116.3 million of free cash during the third quarter of 2009 and had $288 million of cash on hand as of September 30, 2009.”

The highlights for the third quarter are as follows:

·Net sales were $786.2 million for the third quarter of 2009, down 10.7% compared to $880.8 million for the same period in the prior year.  Net sales were $2,176.6 million for the nine months ended September 30, 2009, down 17.8% compared to $2,647.8 million for the same period in the prior year.

·Adjusted EBITDA from continuing operations was $151.1 million for the third quarter of 2009, down 7.4% compared to $163.2 million for the same period in the prior year.  Adjusted EBITDA from continuing operations was $385.6 million for the nine months ended September 30, 2009, down 24.0% compared to $507.5 million for the same period in the prior year.

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·On a constant-currency basis, net sales and Adjusted EBITDA from continuing operations were down 7.1% and 3.7%, respectively, for the third quarter of 2009, and were down 11.2% and 18.5%, respectively, for the nine months ended September 30, 2009.

·Net income from continuing operations attributable to Rockwood Holdings, Inc. for the third quarter of 2009 was $10.2 million, including after-tax net non-recurring and other special charges of $3.8 million.  Net loss from continuing operations attributable to Rockwood Holdings, Inc. for the third quarter of 2008 was $4.8 million, including after-tax net non-recurring and other special charges of $39.5 million primarily related to foreign exchange losses on financing activities and mark-to-market valuation losses on interest rate hedging instruments.

Net income from continuing operations attributable to Rockwood Holdings, Inc. for the nine months ended September 30, 2009 was $7.0 million, including after-tax net non-recurring and other special charges of $14.6 million.  Net income from continuing operations attributable to Rockwood Holdings, Inc. for the nine months ended September 30, 2008 was $99.5 million, including after-tax net non-recurring and other special charges of $30.1 million.

·Diluted earnings per share from continuing operations for the third quarter of 2009 were $0.14, including after-tax net non-recurring and other special charges of $0.05.  Excluding net non-recurring and other special charges, diluted earnings per share were $0.19 in the third quarter of 2009.  Diluted loss per share from continuing operations for the third quarter of 2008 was $0.06, including after-tax net non-recurring and other special charges of $0.51.  Excluding net non-recurring and other special charges, diluted earnings per share from continuing operations were $0.45 in the third quarter of 2008.

Diluted earnings per share from continuing operations for the nine months ended September 30, 2009 were $0.09, including after-tax net non-recurring and other special charges of $0.20.  Excluding net non-recurring and other special charges, diluted earnings per share from continuing operations were $0.29 in the nine months ended September 30, 2009.  Diluted earnings per share from continuing operations for the nine months ended September 30, 2008 were $1.30, including after-tax net non-recurring and other special charges of $0.39.  Excluding net non-recurring and other special charges, diluted earnings per share from continuing operations were $1.69 in the nine months ended September 30, 2008.

Commenting on the outlook, Mr. Ghasemi said “In the months ahead, we will continue to benefit from our proactive efforts towards managing our operations and maintaining our margins.  We expect our Adjusted EBITDA margin to be between 18-19% of net sales as we move forward.  In addition, as usual, we will maintain our focus to continue to generate a significant amount of free cash.”

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Third quarter results, as compared with the same period a year ago, are summarized below:

·Specialty Chemicals:Net sales and Adjusted EBITDA decreased 18.2% and 13.6%, respectively.

·In our Fine Chemicals business, lower volumes were partially offset by lower raw material costs and cost control measures.

·In our Surface Treatment business, lower volumes, particularly in general industrial and automotive applications, were partially offset by higher selling prices, cost control measures and the impact of a bolt-on acquisition.

·Performance Additives:Net sales and Adjusted EBITDA decreased 18.4% and 1.0%, respectively.  Excluding the negative impact of currency changes, Adjusted EBITDA increased 3.5%.

·Adjusted EBITDA was positively impacted by lower raw material costs, cost control measures, higher selling prices and the impact of a bolt-on acquisition in our Color Pigments and Services business.

·Results were negatively impacted primarily by lower volumes of construction-related products in our Color Pigments and Services business and lower volumes in our Clay-based Additives business.

·Titanium Dioxide Pigments:Net sales and Adjusted EBITDA increased 26.2% and 2.9%, respectively.  However, net sales and Adjusted EBITDA declined excluding the impact of the venture that was completed in September 2008.

·Lower volumes for titanium dioxide and functional additives had a negative effect on results.

·Adjusted EBITDA was positively impacted by cost control measures, lower raw material costs, as well as higher selling prices.

·Advanced Ceramics:Net sales and Adjusted EBITDA decreased 14.1% and 17.6%, respectively.

·Lower volumes in all applications, except medical, were partially offset by the impact of a bolt-on acquisition and cost control measures.

·Specialty Compounds:Net sales decreased 20.1%, while Adjusted EBITDA increased 11.4%.

·Net sales were down primarily from lower selling prices and lower volumes in most applications, particularly in wire and cable.

·Adjusted EBITDA increased primarily from lower raw material and other operating costs.

Corporate and other:   Corporate costs were primarily down due to lower compensation-related costs and professional fees, as well as other cost control measures.

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·Other Items:

·Restructuring and other severance costs of $4.2 million were recorded in the third quarter of 2009 primarily related to headcount reductions throughout the Company.

·Interest expense decreased $2.3 million in the third quarter of 2009 compared to the same period in the prior year.  The third quarter of 2009 and 2008 included non-cash losses of $1.3 million and $10.0 million, respectively, representing the movement in the mark-to-market valuation of our interest rate hedges.  Excluding the impact of these losses, interest expense increased $6.4 million primarily due to higher interest rates related to the amendment of our senior secured credit facility in June 2009, partially offset by debt repayments.

·Loss on early extinguishment of debt, net.  In the third quarter of 2009, we recorded a loss on early extinguishment of debt, net of $0.9 million primarily related to lender fees to extend the maturity of our revolving credit facility.

·Foreign exchange gain of $4.5 million for the third quarter of 2009 was primarily due to the impact of the stronger euro as of September 30, 2009 versus June 30, 2009 in connection with non-operating Euro-denominated transactions.  Foreign exchange loss of $26.5 million for the third quarter of 2008 was due to the impact of the weaker euro as of September 30, 2008 versus June 30, 2008 primarily related to euro-denominated intercompany financing transactions.

·Income taxes.  The effective tax rate for the third quarter of 2009 was 57.5% and was negatively impacted by domestic tax losses that were not tax benefited.

·Free cash flow was an inflow of $116.3 million for the third quarter of 2009. This amount consisted of net cash provided by operating activities of $138.6 million plus non-recurring items and other, net of $12.8 million, less capital expenditures, net of $35.1 million. Free cash flow was an inflow of $201.6 million for the nine months ended September 30, 2009.

·Net debt, which is total debt less cash and cash equivalents, was $2,274.9 million as of September 30, 2009 compared to $2,342.5 million as of December 31, 2008.  The decrease in net debt was primarily due to the cash flow generated from our operations in the first nine months of 2009.

Conference Call and Webcast

We will host a conference call and webcast to discuss the results of operations for the third quarter ended September 30, 2009 on Monday, October 26, 2009 at 1:00 pm Eastern Daylight Time.  The dial-in number to access the conference call in the U.S. is (800) 288-8974 and the international dial-in number is (612) 332-0107.  No access code is needed for either call.  A

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replay of the conference call will be available through November 9, 2009 at (800) 475-6701 in the U.S., access code: 116048, and internationally at (320) 365-3844, access code: 116048.

A listen only, live webcast of the conference call will be available at www.rocksp.com.  Materials for the call, including a PowerPoint file detailing the results, will be available for download on the site on the morning of the call.  The webcast and PowerPoint file will be archived on Rockwood’s website.

Non-GAAP Financial Measures

This press release includes “non-GAAP financial measures,” such as, a discussion of Adjusted EBITDA, free cash flow and net income (loss)/diluted earnings (loss) per share from continuing operations attributable to Rockwood Holdings, Inc. excluding certain items. Adjusted EBITDA is not intended to be an alternative to net income attributable to Rockwood Holdings, Inc. as an indicator of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. All presentations of consolidated Adjusted EBITDA are calculated using the definition set forth in the senior secured credit agreement as a basis and reflects management’s interpretations thereof.  Adjusted EBITDA, which is referred to under the senior secured credit agreement as “Consolidated EBITDA,” is defined in the senior secured credit agreement as consolidated earnings (which, as defined in the senior secured credit agreement, equals income (loss) before the deduction of income taxes of Rockwood Specialties Group, Inc. and the Restricted Subsidiaries (as such term is defined in the senior secured credit agreement), excluding extraordinary items) plus certain items including interest expense, depreciation expense, amortization expense, extraordinary losses and non-recurring charges, losses on asset sales, less certain items including extraordinary gains and non-recurring gains, non-cash gains and gains on asset sales.  We use Adjusted EBITDA on a consolidated basis to assess our operating performance, to calculate performance-based cash bonuses and determine whether certain performance-based options vest (as both such bonuses and options are tied to Adjusted EBITDA), and as a liquidity measure. In addition, we use Adjusted EBITDA to determine compliance with our debt covenants. We also use Adjusted EBITDA on a segment basis as the primary measure used by our chief operating decision maker to evaluate the ongoing performance of our business segments and reporting units. A reconciliation of net income (loss) attributable to Rockwood Holdings, Inc. to Adjusted EBITDA is contained in this press release. We strongly urge you to review the reconciliation. In addition, we discuss sales growth in terms of nominal (actual) and net change (nominal less constant currency impacts). Free cash flow is not intended to be an alternative to cash flows from operating activities as a measure of liquidity.  Our presentation of free cash flow is defined as net cash from operating activities from continuing operations, plus non-recurring items and other, net less capital expenditures, net (includes proceeds on the sale of property, plant and equipment and excludes sales of property, plant and equipment related to sales of businesses).  Management believes that free cash flow is meaningful to investors because it provides an additional measure of liquidity.  Neither net income (loss) from continuing operations attributable to Rockwood Holdings, Inc. excluding certain items nor diluted earnings (loss) per share from continuing operations attributable to Rockwood Holdings, Inc. excluding certain items is intended to be an alternative for net income (loss) or diluted earnings (loss) per share.  Management believes that net income (loss) and diluted earnings (loss) per share from continuing operations attributable to Rockwood Holdings, Inc. excluding certain items is meaningful to investors because it provides a view of the Company with respect to ongoing operating results. Reconciliations of these non-GAAP financial measures are included herein.  These non-GAAP measures should not be viewed as an alternative to GAAP measures of performance. Furthermore, these measures may not be consistent with similar measures provided by other companies.

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Rockwood Holdings, Inc. is a leading global specialty chemicals and advanced materials company. Rockwood has a worldwide employee base of approximately 10,000 people and annual net sales of approximately $3.0 billion. Rockwood focuses on global niche segments of the specialty chemicals, pigments and additives and advanced materials markets. For more information on Rockwood, please visit www.rocksp.com.

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The information set forth in this press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the business, operations and financial condition of Rockwood Holdings, Inc. and its subsidiaries and affiliates (“Rockwood”). Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “predicts” and variations of such words or expressions are intended to identify forward-looking statements. Although Rockwood believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, there can be no assurance that its expectations will be realized. “Forward-looking statements” consist of all non-historical information, including any statements referring to the prospects and future performance of Rockwood. Actual results could differ materially from those projected in Rockwood’s forward-looking statements due to numerous known and unknown risks and uncertainties, including, among other things, the “Risk Factors” described in Rockwood’s 2008 Form 10-K on file with the Securities and Exchange Commission.  Rockwood does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

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Rockwood Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Dollars in millions, except per share amounts; shares in thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Net sales	$	786.2		$	880.8		$	2,176.6		$	2,647.8
Cost of products sold	555.0			623.3			1,560.1			1,834.5
Gross profit	231.2			257.5			616.5			813.3
Selling, general and administrative expenses	154.8			170.3			450.9			512.7
Restructuring and other severance costs	4.2			3.4			16.0			5.7
Gain on sale of assets and other	(0.4		)	(2.7		)	(0.3		)	(1.8		)
Operating income	72.6			86.5			149.9			296.7
Other expenses, net:
Interest expense (a)	(54.0		)	(56.3		)	(132.6		)	(139.7		)
Interest income	0.4			0.6			1.2			4.2
Loss on early extinguishment of debt, net	(0.9		)	—			(26.6		)	—
Foreign exchange gain (loss), net	4.5			(26.5		)	15.4			(12.2		)
Other, net	—			0.2			0.4			0.7
Other expenses, net	(50.0		)	(82.0		)	(142.2		)	(147.0		)
Income from continuing operations before taxes	22.6			4.5			7.7			149.7
Income tax provision	13.0			10.3			6.9			50.6
Income (loss) from continuing operations	9.6			(5.8		)	0.8			99.1
(Loss) income from discontinued operations, net of tax	(0.1		)	1.5			3.3			2.9
Net income (loss)	9.5			(4.3		)	4.1			102.0
Net loss attributable to noncontrolling interest	0.6			1.0			6.2			0.4
Net income (loss) attributable to Rockwood Holdings, Inc.	$	10.1		$	(3.3	)	$	10.3		$	102.4
Amounts attributable to Rockwood Holdings, Inc.:
Income (loss) from continuing operations	$	10.2		$	(4.8	)	$	7.0		$	99.5
(Loss) income from discontinued operations	(0.1		)	1.5			3.3			2.9
Net income (loss)	$	10.1		$	(3.3	)	$	10.3		$	102.4
Basic earnings (loss) per share attributable to Rockwood Holdings, Inc.:
Earnings (loss) from continuing operations	$	0.14		$	(0.06	)	$	0.09		$	1.35
Earnings from discontinued operations	—			0.02			0.05			0.03
Basic earnings (loss) per share	$	0.14		$	(0.04	)	$	0.14		$	1.38
Diluted earnings (loss) per share attributable to Rockwood Holdings, Inc.:
Earnings (loss) from continuing operations	$	0.14		$	(0.06	)	$	0.09		$	1.30
(Loss) earnings from discontinued operations	(0.01		)	0.02			0.05			0.03
Diluted earnings (loss) per share	$	0.13		$	(0.04	)	$	0.14		$	1.33
Weighted average number of basic shares outstanding	74,104			74,039			74,084			73,957
Weighted average number of diluted shares outstanding	75,520			74,039			74,372			76,795

(a) Interest expense includes:
Interest expense on debt	$	(51.1	)	$	(43.9	)	$	(127.7	)	$	(125.8	)
Mark-to-market (losses) gains on interest rate swaps	(1.3		)	(10.0		)	1.3			(6.8		)
Deferred financing costs	(1.6		)	(2.4		)	(6.2		)	(7.1		)
Total	$	(54.0	)	$	(56.3	)	$	(132.6	)	$	(139.7	)

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Rockwood Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Dollars in millions, except per share amounts; shares in thousands)

(Unaudited)

	September 30,			December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	287.8		$	468.7
Accounts receivable, net	486.3			464.6
Inventories	535.9			641.0
Deferred income taxes	26.9			22.1
Prepaid expenses and other current assets	68.1			65.9
Total current assets	1,405.0			1,662.3
Property, plant and equipment, net	1,742.5			1,752.2
Goodwill	959.9			917.8
Other intangible assets, net	730.4			754.8
Deferred debt issuance costs, net of accumulated amortization of $9.4 and $39.2, respectively	28.2			39.1
Deferred income taxes	26.1			11.6
Other assets	38.5			39.5
Total assets	$	4,930.6		$	5,177.3
LIABILITIES
Current liabilities:
Accounts payable	$	220.0		$	260.8
Income taxes payable	4.5			4.1
Accrued compensation	61.5			92.6
Restructuring liability	9.3			18.9
Accrued expenses and other current liabilities	218.8			198.5
Deferred income taxes	8.4			9.0
Long-term debt, current portion	88.1			90.9
Total current liabilities	610.6			674.8
Long-term debt	2,474.6			2,720.3
Pension and related liabilities	373.2			352.0
Deferred income taxes	95.9			97.6
Other liabilities	184.0			191.6
Total liabilities	3,738.3			4,036.3
Restricted stock units	1.3			2.1
EQUITY
Rockwood Holdings, Inc. stockholders’ equity:
Common stock ($0.01 par value, 400,000 shares authorized, 74,212 shares issued and 74,118 shares outstanding at September 30, 2009; 400,000 shares authorized, 74,155 shares issued and 74,061 shares outstanding at December 31, 2008)	0.7			0.7
Paid-in capital	1,167.2			1,163.5
Accumulated other comprehensive income	264.3			204.0
Accumulated deficit	(533.0		)	(543.3		)
Treasury stock, at cost	(1.4		)	(1.4		)
Total Rockwood Holdings, Inc. stockholders’ equity	897.8			823.5
Noncontrolling interest	293.2			315.4
Total equity	1,191.0			1,138.9
Total liabilities and equity	$	4,930.6		$	5,177.3

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Rockwood Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Dollars in millions)

(Unaudited)

	Nine months ended
	September 30,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4.1		$	102.0
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations, net of tax	(3.3		)	(2.9		)
Depreciation and amortization	208.5			190.6
Deferred financing costs amortization	6.2			7.1
Loss on early extinguishment of debt, net (a)	26.6			—
Foreign exchange (gain) loss, net	(15.4		)	12.2
Fair value adjustment of derivatives	(1.2		)	6.8
Bad debt provision	0.7			0.9
Acquired in-process research and development	—			2.8
Stock-based compensation	3.1			6.3
Deferred income taxes	(11.5		)	14.2
Gain (loss) on sale of assets and other	0.1			(1.8		)
Changes in assets and liabilities, net of the effect of foreign currency translation and acquisitions:
Accounts receivable	(4.6		)	(60.5		)
Inventories	121.4			(45.0		)
Prepaid expenses and other assets	(0.3		)	6.4
Accounts payable	(32.2		)	(29.1		)
Income taxes payable	(0.8		)	3.4
Accrued expenses and other liabilities	(26.9		)	26.1
Net cash provided by operating activities of continuing operations	274.5			239.5
Net cash provided by operating activities of discontinued operations	—			11.9
Net cash provided by operating activities	274.5			251.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, including transaction fees and payments for prior acquisitions, net of cash acquired	(6.4		)	(181.7		)
Post closing purchase price consideration	—			29.1
Capital expenditures, excluding capital leases	(116.5		)	(157.1		)
Proceeds on sale of assets	7.9			4.3
Net cash used in investing activities of continuing operations	(115.0		)	(305.4		)
Net cash used in investing activities of discontinued operations	(0.5		)	(5.1		)
Net cash used in investing activities	(115.5		)	(310.5		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock, net of fees	0.4			2.4
Prepayment of 2014 Notes	(146.8		)	—
Proceeds from Titanium Dioxide Pigments revolving credit facility	14.1			—
Prepayment of senior secured debt	(102.3		)	—
Repayment of senior secured debt	(49.2		)	(68.7		)
Payments on other long-term debt	(6.2		)	(30.7		)
Deferred financing costs	(13.8		)	(5.0		)
Fees related to early extinguishment of debt	(12.0		)	—
Loan from Viance noncontrolling shareholder	2.0			—
Titanium Dioxide Pigments venture financing	—			362.5
Payment of assumed debt to Titanium Dioxide Pigments noncontrolling shareholder	—			(141.4		)
Contractual advance to Titanium Dioxide Pigments noncontrolling shareholder	(16.0		)	—
Distribution to noncontrolling shareholder	—			(3.9		)
Net cash (used in) provided by financing activities of continuing operations	(329.8		)	115.2
Net cash used in financing activities of discontinued operations	—			—
Net cash (used in) provided by financing activities	(329.8		)	115.2
Effect of exchange rate changes on cash and cash equivalents	(10.1		)	4.1
Net (decrease) increase in cash and cash equivalents	(180.9		)	60.2
Cash and cash equivalents of continuing operations, beginning of period	468.7			350.1
Cash and cash equivalents of continuing operations, end of period	$	287.8		$	410.3

(a) Includes the write-off of deferred financing costs of $20.9 and lender fees related to the early extinguishment of debt of $12.0, partially offset by a discount on the prepayment of the 2014 Notes of $6.3.

Supplemental disclosures of cash flow information:
Interest paid	$	118.1	$	104.0
Income taxes paid, net of refunds	18.9		32.9
Non-cash investing activities:
Titanium Dioxide Pigments venture formation, net	—		214.7
Acquisition of capital equipment	8.1		8.0
Fees related to early extinguishment of debt	1.6		—

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Rockwood Holdings, Inc. and Subsidiaries

Net Sales and Adjusted EBITDA

	Net Sales
	Three Months Ended
	September 30,
($ in millions)	2009		2008		% Change
Specialty Chemicals	$	261.5	$	319.5	(18.2	)%
Performance Additives	182.2		223.2		(18.4	)
Titanium Dioxide Pigments	177.5		140.6		26.2
Advanced Ceramics	108.6		126.4		(14.1	)
Specialty Compounds	54.8		68.6		(20.1	)
Corporate and other	1.6		2.5		(36.0	)
Total (a)	$	786.2	$	880.8	(10.7	)%

	Adjusted EBITDA
	Three Months Ended
	September 30,
($ in millions)	2009			2008			% Change
Specialty Chemicals	$	68.1		$	78.8		(13.6	)%
Performance Additives	28.3			28.6			(1.0	)
Titanium Dioxide Pigments	24.6			23.9			2.9
Advanced Ceramics	31.4			38.1			(17.6	)
Specialty Compounds	8.8			7.9			11.4
Corporate and other	(10.1		)	(14.1		)	28.4
Adjusted EBITDA from continuing operations	151.1			163.2			(7.4	)
Discontinued operations - Pool and Spa Chemicals	—			2.7			(100.0	)
Total Adjusted EBITDA	$	151.1		$	165.9		(8.9	)%

(a) Excludes net sales of $19.6 million for the three months ended September 30, 2008 from the Pool and Spa Chemicals business that was sold in October 2008. The results of this business have been accounted for as a discontinued operation in the condensed consolidated financial statements for all periods presented.

10

Rockwood Holdings, Inc. and Subsidiaries

Net Sales and Adjusted EBITDA

	Net Sales
	Nine Months Ended
	September 30,
($ in millions)	2009		2008		% Change
Specialty Chemicals	$	723.0	$	966.7	(25.2	)%
Performance Additives	517.6		676.8		(23.5	)
Titanium Dioxide Pigments	480.8		380.8		26.3
Advanced Ceramics	293.6		404.9		(27.5	)
Specialty Compounds	157.5		210.8		(25.3	)
Corporate and other	4.1		7.8		(47.4	)
Total (a)	$	2,176.6	$	2,647.8	(17.8	)%

	Adjusted EBITDA
	Nine Months Ended
	September 30,
($ in millions)	2009			2008			% Change
Specialty Chemicals	$	175.9		$	241.4		(27.1	)%
Performance Additives	71.2			99.5			(28.4	)
Titanium Dioxide Pigments	65.6			60.2			9.0
Advanced Ceramics	75.3			121.5			(38.0	)
Specialty Compounds	25.5			26.7			(4.5	)
Corporate and other	(27.9		)	(41.8		)	33.3
Adjusted EBITDA from continuing operations	385.6			507.5			(24.0	)
Discontinued operations - Pool and Spa Chemicals	—			5.1			(100.0	)
Total Adjusted EBITDA	$	385.6		$	512.6		(24.8	)%

(a) Excludes net sales of $52.0 million for the nine months ended September 30, 2008 from the Pool and Spa Chemicals business that was sold in October 2008. The results of this business have been accounted for as a discontinued operation in the condensed consolidated financial statements for all periods presented.

11

Rockwood Holdings, Inc. and Subsidiaries

Reconciliation of Segment Net Sales and Adjusted EBITDA

	Three Months Ended
	September 30,				Total			Total
($ in millions)	2009		2008		Change in $			Change in %
Net Sales:
Specialty Chemicals	$	261.5	$	319.5	$	(58.0	)	(18.2	)%
Performance Additives	182.2		223.2		(41.0		)	(18.4	)
Titanium Dioxide Pigments	177.5		140.6		36.9			26.2
Advanced Ceramics	108.6		126.4		(17.8		)	(14.1	)
Specialty Compounds	54.8		68.6		(13.8		)	(20.1	)
Corporate and other	1.6		2.5		(0.9		)	(36.0	)
Total	$	786.2	$	880.8	$	(94.6	)	(10.7	)%

	Constant			Constant Currency Basis
	Currency			Net			Net
($ in millions)	Effect in $			Change in $			Change in %
Net Sales:
Specialty Chemicals	$	(12.3	)	$	(45.7	)	(14.3	)%
Performance Additives	(7.2		)	(33.8		)	(15.1	)
Titanium Dioxide Pigments	(4.6		)	41.5			29.5
Advanced Ceramics	(5.1		)	(12.7		)	(10.0	)
Specialty Compounds	(2.7		)	(11.1		)	(16.2	)
Corporate and other	(0.1		)	(0.8		)	(32.0	)
Total	$	(32.0	)	$	(62.6	)	(7.1	)%

	Three Months Ended
	September 30,						Total			Total
($ in millions)	2009			2008			Change in $			Change in %
Adjusted EBITDA:
Specialty Chemicals	$	68.1		$	78.8		$	(10.7	)	(13.6	)%
Performance Additives	28.3			28.6			(0.3		)	(1.0	)
Titanium Dioxide Pigments	24.6			23.9			0.7			2.9
Advanced Ceramics	31.4			38.1			(6.7		)	(17.6	)
Specialty Compounds	8.8			7.9			0.9			11.4
Corporate and other	(10.1		)	(14.1		)	4.0			28.4
Adjusted EBITDA from continuing operations	151.1			163.2			(12.1		)	(7.4	)
Discontinued operations - Pool and Spa Chemicals	—			2.7			(2.7		)	(100.0	)
Total Adjusted EBITDA	$	151.1		$	165.9		$	(14.8	)	(8.9	)%

	Constant			Constant Currency Basis
	Currency			Net			Net
($ in millions)	Effect in $			Change in $			Change in %
Adjusted EBITDA:
Specialty Chemicals	$	(2.3	)	$	(8.4	)	(10.7	)%
Performance Additives	(1.3		)	1.0			3.5
Titanium Dioxide Pigments	(0.6		)	1.3			5.4
Advanced Ceramics	(1.7		)	(5.0		)	(13.1	)
Specialty Compounds	(0.3		)	1.2			15.2
Corporate and other	0.2			3.8			27.0
Adjusted EBITDA from continuing operations	(6.0		)	(6.1		)	(3.7	)
Discontinued operations - Pool and Spa Chemicals	—			(2.7		)	(100.0	)
Total Adjusted EBITDA	$	(6.0	)	$	(8.8	)	(5.3	)%

12

Rockwood Holdings, Inc. and Subsidiaries

Reconciliation of Segment Net Sales and Adjusted EBITDA

	Nine Months Ended
	September 30,				Total			Total
($ in millions)	2009		2008		Change in $			Change in %
Net Sales:
Specialty Chemicals	$	723.0	$	966.7	$	(243.7	)	(25.2	)%
Performance Additives	517.6		676.8		(159.2		)	(23.5	)
Titanium Dioxide Pigments	480.8		380.8		100.0			26.3
Advanced Ceramics	293.6		404.9		(111.3		)	(27.5	)
Specialty Compounds	157.5		210.8		(53.3		)	(25.3	)
Corporate and other	4.1		7.8		(3.7		)	(47.4	)
Total	$	2,176.6	$	2,647.8	$	(471.2	)	(17.8	)%

	Constant			Constant Currency Basis
	Currency			Net			Net
($ in millions)	Effect in $			Change in $			Change in %
Net Sales:
Specialty Chemicals	$	(66.7	)	$	(177.0	)	(18.3	)%
Performance Additives	(37.2		)	(122.0		)	(18.0	)
Titanium Dioxide Pigments	(28.9		)	128.9			33.8
Advanced Ceramics	(28.5		)	(82.8		)	(20.4	)
Specialty Compounds	(13.7		)	(39.6		)	(18.8	)
Corporate and other	(0.5		)	(3.2		)	(41.0	)
Total	$	(175.5	)	$	(295.7	)	(11.2	)%

	Nine Months Ended
	September 30,						Total			Total
($ in millions)	2009			2008			Change in $			Change in %
Adjusted EBITDA:
Specialty Chemicals	$	175.9		$	241.4		$	(65.5	)	(27.1	)%
Performance Additives	71.2			99.5			(28.3		)	(28.4	)
Titanium Dioxide Pigments	65.6			60.2			5.4			9.0
Advanced Ceramics	75.3			121.5			(46.2		)	(38.0	)
Specialty Compounds	25.5			26.7			(1.2		)	(4.5	)
Corporate and other	(27.9		)	(41.8		)	13.9			33.3
Adjusted EBITDA from continuing operations	385.6			507.5			(121.9		)	(24.0	)
Discontinued operations - Pool and Spa Chemicals	—			5.1			(5.1		)	(100.0	)
Total Adjusted EBITDA	$	385.6		$	512.6		$	(127.0	)	(24.8	)%

	Constant			Constant Currency Basis
	Currency			Net			Net
($ in millions)	Effect in $			Change in $			Change in %
Adjusted EBITDA:
Specialty Chemicals	$	(10.5	)	$	(55.0	)	(22.8	)%
Performance Additives	(5.0		)	(23.3		)	(23.4	)
Titanium Dioxide Pigments	(4.3		)	9.7			16.1
Advanced Ceramics	(7.9		)	(38.3		)	(31.5	)
Specialty Compounds	(1.5		)	0.3			1.1
Corporate and other	1.0			12.9			30.9
Adjusted EBITDA from continuing operations	(28.2		)	(93.7		)	(18.5	)
Discontinued operations - Pool and Spa Chemicals	—			(5.1		)	(100.0	)
Total Adjusted EBITDA	$	(28.2	)	$	(98.8	)	(19.3	)%

13

Rockwood Holdings, Inc. and Subsidiaries

Reconciliation of Income (Loss) from Continuing Operations before Taxes

to Adjusted EBITDA by Segment

							Titanium
	Specialty			Performance			Dioxide			Advanced
($ in millions)	Chemicals			Additives			Pigments			Ceramics
Three months ended September 30, 2009
Income (loss) from continuing operations before taxes	$	33.4		$	2.0		$	(2.5	)	$	8.0
Interest expense	18.9			8.4			6.5			10.0
Interest income	(0.2		)	0.1			(0.1		)	(0.3		)
Depreciation and amortization	18.3			15.9			19.5			13.4
Restructuring and other severance costs	2.3			1.0			0.1			0.7
Systems/organization establishment expenses	0.2			0.6			1.1			0.1
Loss (gain) on early extinguishment of debt, net	1.1			0.2			—			0.3
Gain on sale of assets and other	(0.4		)	—			—			—
Foreign exchange (gain) loss, net	(5.4		)	(0.1		)	—			(0.8		)
Other	(0.1		)	0.2			—			—
Total Adjusted EBITDA	$	68.1		$	28.3		$	24.6		$	31.4

	Specialty		Corporate and
($ in millions)	Compounds		other			Consolidated
Three months ended September 30, 2009
Income (loss) from continuing operations before taxes	$	2.7	$	(21.0	)	$	22.6
Interest expense	2.8		7.4			54.0
Interest income	—		0.1			(0.4		)
Depreciation and amortization	3.0		1.4			71.5
Restructuring and other severance costs	0.1		—			4.2
Systems/organization establishment expenses	—		0.4			2.4
Loss (gain) on early extinguishment of debt, net	0.1		(0.8		)	0.9
Gain on sale of assets and other	—		—			(0.4		)
Foreign exchange (gain) loss, net	—		1.8			(4.5		)
Other	0.1		0.6			0.8
Total Adjusted EBITDA	$	8.8	$	(10.1	)	$	151.1

							Titanium
	Specialty			Performance			Dioxide			Advanced
($ in millions)	Chemicals			Additives			Pigments			Ceramics
Three months ended September 30, 2008
Income (loss) from continuing operations before taxes	$	44.5		$	(5.2	)	$	(1.5	)	$	17.0
Interest expense	14.6			7.8			8.6			8.5
Interest income	1.0			1.0			(0.1		)	0.1
Depreciation and amortization	17.8			17.2			14.3			11.8
Restructuring and other severance costs	0.6			1.6			—			0.4
Systems/organization establishment expenses	0.6			1.4			0.7			0.1
Inventory write-up charges	0.1			1.5			2.1			—
(Gain) loss on sale of assets and other	(0.5		)	—			—			0.1
Acquired in-process research and development	—			2.8			—			—
Foreign exchange loss (gain), net	0.3			0.3			(0.1		)	0.2
Other	(0.2		)	0.2			(0.1		)	(0.1		)
Adjusted EBITDA from continuing operations	78.8			28.6			23.9			38.1
Discontinued operations - Pool and Spa Chemicals	—			2.7			—			—
Total Adjusted EBITDA	$	78.8		$	31.3		$	23.9		$	38.1

	Specialty			Corporate and
($ in millions)	Compounds			other			Consolidated
Three months ended September 30, 2008
Income (loss) from continuing operations before taxes	$	2.5		$	(52.8	)	$	4.5
Interest expense	2.3			14.5			56.3
Interest income	(0.1		)	(2.5		)	(0.6		)
Depreciation and amortization	2.6			1.9			65.6
Restructuring and other severance costs	0.4			0.4			3.4
Systems/organization establishment expenses	0.1			0.8			3.7
Inventory write-up charges	—			—			3.7
(Gain) loss on sale of assets and other	—			(2.3		)	(2.7		)
Acquired in-process research and development				—			2.8
Foreign exchange loss (gain), net	—			25.8			26.5
Other	0.1			0.1			—
Adjusted EBITDA from continuing operations	7.9			(14.1		)	163.2
Discontinued operations - Pool and Spa Chemicals	—			—			2.7
Total Adjusted EBITDA	$	7.9		$	(14.1	)	$	165.9

14

Rockwood Holdings, Inc. and Subsidiaries

Reconciliation of Income (Loss) from Continuing Operations before Taxes

to Adjusted EBITDA by Segment

							Titanium
	Specialty			Performance			Dioxide			Advanced
($ in millions)	Chemicals			Additives			Pigments			Ceramics
Nine months ended September 30, 2009
Income (loss) from continuing operations before taxes	$	59.7		$	(8.6	)	$	(14.2	)	$	(1.5	)
Interest expense	49.5			22.7			21.4			26.3
Interest income	(0.9		)	0.3			(0.4		)	(0.4		)
Depreciation and amortization	54.9			46.4			56.2			38.1
Restructuring and other severance costs	4.4			5.6			0.1			5.5
Systems/organization establishment expenses	0.6			1.7			2.5			0.3
Loss on early extinguishment of debt, net	11.6			2.4			—			7.2
Gain on sale of assets and other	(0.3		)	—			—			—
Foreign exchange gain, net	(6.0		)	—			—			(0.2		)
Other	2.4			0.7			—			—
Total Adjusted EBITDA	$	175.9		$	71.2		$	65.6		$	75.3

	Specialty		Corporate and
($ in millions)	Compounds		other			Consolidated
Nine months ended September 30, 2009
Income (loss) from continuing operations before taxes	$	8.7	$	(36.4	)	$	7.7
Interest expense	7.4		5.3			132.6
Interest income	—		0.2			(1.2		)
Depreciation and amortization	8.3		4.6			208.5
Restructuring and other severance costs	0.2		0.2			16.0
Systems/organization establishment expenses	—		0.4			5.5
Loss on early extinguishment of debt, net	0.8		4.6			26.6
Gain on sale of assets and other	—		—			(0.3		)
Foreign exchange gain, net	—		(9.2		)	(15.4		)
Other	0.1		2.4			5.6
Total Adjusted EBITDA	$	25.5	$	(27.9	)	$	385.6

						Titanium
	Specialty			Performance		Dioxide			Advanced
($ in millions)	Chemicals			Additives		Pigments			Ceramics
Nine months ended September 30, 2008
Income (loss) from continuing operations before taxes	$	148.7		$	13.1	$	(9.0	)	$	59.2
Interest expense	41.0			22.6		26.6			26.4
Interest income	(0.9		)	1.1		(0.1		)	(0.1		)
Depreciation and amortization	51.0			50.9		39.3			35.6
Restructuring and other severance costs	0.8			3.2		—			0.9
Systems/organization establishment expenses	1.4			3.6		0.7			0.3
Inventory write-up charges	0.6			1.5		2.1			—
(Gain) loss on sale of assets and other	(0.5		)	—		0.8			0.2
Acquired in-process research and development	—			2.8		—			—
Foreign exchange loss (gain), net	—			0.1		(0.1		)	(0.9		)
Other	(0.7		)	0.6		(0.1		)	(0.1		)
Adjusted EBITDA from continuing operations	241.4			99.5		60.2			121.5
Discontinued operations - Pool and Spa Chemicals	—			5.1		—			—
Total Adjusted EBITDA	$	241.4		$	104.6	$	60.2		$	121.5

	Specialty			Corporate and
($ in millions)	Compounds			other			Consolidated
Nine months ended September 30, 2008
Income (loss) from continuing operations before taxes	$	10.8		$	(73.1	)	$	149.7
Interest expense	6.9			16.2			139.7
Interest income	(0.4		)	(3.8		)	(4.2		)
Depreciation and amortization	8.3			5.5			190.6
Restructuring and other severance costs	0.4			0.4			5.7
Systems/organization establishment expenses	0.3			0.8			7.1
Inventory write-up charges	—			—			4.2
(Gain) loss on sale of assets and other	—			(2.3		)	(1.8		)
Acquired in-process research and development	—			—			2.8
Foreign exchange loss (gain), net	—			13.1			12.2
Other	0.4			1.4			1.5
Adjusted EBITDA from continuing operations	26.7			(41.8		)	507.5
Discontinued operations - Pool and Spa Chemicals	—			—			5.1
Total Adjusted EBITDA	$	26.7		$	(41.8	)	$	512.6

15

Rockwood Holdings, Inc. and Subsidiaries

Consolidated Reconciliation of Net Income (Loss) Attributable to

Rockwood Holdings, Inc. to Adjusted EBITDA

($ in millions)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Net income (loss) attributable to Rockwood Holdings, Inc.	$	10.1		$	(3.3	)	$	10.3		$	102.4
Net loss attributable to noncontrolling interest	(0.6		)	(1.0		)	(6.2		)	(0.4		)
Net income (loss)	9.5			(4.3		)	4.1			102.0
Income tax provision	13.0			10.3			6.9			50.6
Loss (income) from discontinued operations, net of tax	0.1			(1.5		)	(3.3		)	(2.9		)
Income from continuing operations before taxes	22.6			4.5			7.7			149.7
Interest expense	54.0			56.3			132.6			139.7
Interest income	(0.4		)	(0.6		)	(1.2		)	(4.2		)
Depreciation and amortization	71.5			65.6			208.5			190.6
Restructuring and other severance costs	4.2			3.4			16.0			5.7
Systems/organization establishment expenses	2.4			3.7			5.5			7.1
Inventory write-up charges	—			3.7			—			4.2
Loss on early extinguishment of debt, net	0.9			—			26.6			—
Gain on sale of assets and other	(0.4		)	(2.7		)	(0.3		)	(1.8		)
Acquired in-process research and development	—			2.8			—			2.8
Foreign exchange (gain) loss, net	(4.5		)	26.5			(15.4		)	12.2
Other	0.8			—			5.6			1.5
Adjusted EBITDA from continuing operations	151.1			163.2			385.6			507.5
Discontinued operations - Pool and Spa Chemicals	—			2.7			—			5.1
Total Adjusted EBITDA	$	151.1		$	165.9		$	385.6		$	512.6

16

Rockwood Holdings, Inc. and Subsidiaries

Consolidated Reconciliation of Net Income (Loss) /Diluted Earnings (Loss) Per Share from Continuing Operations Attributable to Rockwood Holdings, Inc.

as Reported to Net Income/Diluted Earnings Per Share from Continuing Operations Attributable to Rockwood Holdings, Inc. as Adjusted

(Dollars in millions, except per share amounts; shares in thousands)

	Three Months Ended						Three Months Ended
	September 30, 2009						September 30, 2008
	Net Income from Continuing			Diluted EPS			Net Loss from Continuing			Diluted EPS
	Operations Attributable			from			Operations Attributable			from
	to Rockwood			Continuing			to Rockwood			Continuing
	Holdings, Inc.			Operations			Holdings, Inc.			Operations
As reported	$	10.2		$	0.14		$	(4.8	)	$	(0.06	)
Adjustments to expenses from continuing operations:
Restructuring and other severance costs	3.2			0.04			2.4			0.03
Systems/organization establishment expenses	1.6			0.02			3.0			0.04
Tax allocation from other comprehensive income	1.3			0.02			—			—
Mark-to-market swap loss	1.0			0.01			10.5			0.14
Loss on early extinguishment of debt, net	0.7			0.01			—			—
Foreign exchange losses on financing activities	—			—			29.8			0.39
Inventory write-up charges	—			—			2.1			0.02
Other	0.7			0.01			1.8			0.02
Subtotal	8.5			0.11			49.6			0.64
Adjustments to income from continuing operations:
Foreign exchange gains on financing activities	(3.3		)	(0.04		)	—			—
Impact of tax rate changes	(1.1		)	(0.02		)	—			—
Tax allocation from other comprehensive income	—			—			(7.5		)	(0.10		)
Gains on asset sales and other	(0.3		)	—			(2.6		)	(0.03		)
Subtotal	(4.7		)	(0.06		)	(10.1		)	(0.13		)
Total adjustments	3.8			0.05			39.5			0.51
As adjusted	$	14.0		$	0.19		$	34.7		$	0.45
Weighted average number of diluted shares outstanding				75,520						76,867		(a)

(a) The effect of stock-based awards is excluded from as reported diluted EPS as it is anti-dilutive.  However, on an adjusted basis, these awards are dilutive; normalized diluted shares outstanding were 76,867 compared to as reported diluted shares outstanding of 74,039.

17

Rockwood Holdings, Inc. and Subsidiaries

Consolidated Reconciliation of Net Income/Diluted Earnings Per Share from Continuing Operations Attributable to Rockwood Holdings, Inc.

as Reported to Net Income/Diluted Earnings Per Share from Continuing Operations Attributable to Rockwood Holdings, Inc. as Adjusted

(Dollars in millions, except per share amounts; shares in thousands)

	Nine Months Ended						Nine Months Ended
	September 30, 2009						September 30, 2008
	Net Income from Continuing			Diluted EPS			Net Income from Continuing			Diluted EPS
	Operations Attributable			from			Operations Attributable			from
	to Rockwood			Continuing			to Rockwood			Continuing
	Holdings, Inc.			Operations			Holdings, Inc.			Operations
As reported	$	7.0		$	0.09		$	99.5		$	1.30
Adjustments to expenses from continuing operations:
Loss on early extinguishment of debt, net	19.4			0.26			—			—
Restructuring and other severance costs	12.5			0.17			4.2			0.05
Systems/organization establishment expenses	3.8			0.05			5.9			0.08
Foreign exchange losses on financing activities	—			—			17.5			0.23
Mark-to-market swap loss	—			—			6.5			0.08
Inventory write-up charges	—			—			2.5			0.03
Other	4.3			0.06			3.3			0.04
Subtotal	40.0			0.54			39.9			0.51
Adjustments to income from continuing operations:
Foreign exchange gains on financing activities	(19.8		)	(0.27		)	—			—
Mark-to-market swap gain	(3.2		)	(0.04		)	—			—
Impact of tax rate changes	(1.9		)	(0.03		)	—			—
Tax allocation from other comprehensive income	(0.3		)	—			(7.9		)	(0.10		)
Gains on asset sales and other	(0.2		)	—			(1.9		)	(0.02		)
Subtotal	(25.4		)	(0.34		)	(9.8		)	(0.12		)
Total adjustments	14.6			0.20			30.1			0.39
As adjusted	$	21.6		$	0.29		$	129.6		$	1.69
Weighted average number of diluted shares outstanding				74,372						76,795

18

EX-99.2

Exhibit 99.2

October 26, 2009 Third Quarter Results

Forward Looking Statements This conference call may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the business, operations and financial condition of Rockwood Holdings, Inc. and its subsidiaries (“Rockwood”). Although Rockwood believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, there can be no assurance that its expectations will be realized. "Forward-looking statements" consist of all non-historical information, including the statements referring to the prospects and future performance of Rockwood. Actual results could differ materially from those projected in Rockwood’s forward-looking statements due to numerous known and unknown risks and uncertainties, including, among other things, the "Risk Factors" described in Rockwood’s 2008 Form 10-K with the Securities and Exchange Commission. Rockwood does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

Where to Find Materials/Archives A replay of the conference call will be available through November 9,2009 at (800) 475-6701 in the U.S., access code: 116048, and internationally at (320) 365-3844, access code: 116048. The webcast and the materials will also be archived on our website at www.rocksp.com and are accessible by clicking on “Company News.”

Agenda Third Quarter Highlights Financial Summary Summary Appendices Note: All ’09 and ’08 data, other than as noted, for continuing operations only.

Third Quarter Highlights

Third Quarter Highlights Net sales of $786.2 mm - Down 10.7% versus prior year; constant currency basis down 7.1% - Current downturn continues to affect demand across most product lines, though year over year comparisons are more favorable than in first two quarters Adjusted EBITDA* of $151.1 mm - Down 7.4% versus prior year - Down 3.7% on a constant currency basis Adjusted EBITDA* margin of 19.2% - Improvement over 18.5% margin in Q3 2008 - Most business segments recorded the best margins of the year - Higher volumes and continued cost cutting measures drove significant improvement over Q1 and Q2 2009 Adjusted EPS* of $0.19 - Decrease versus prior year driven primarily by lower volumes across most businesses Free cash flow* of $116.3 mm - Higher Adjusted EBITDA, combined with tight management of capex and working capital, contributed to strong cash flow generation - YTD free cash flow of $201.6 mm * Non-GAAP measure; see reconciliation in the appendix

Third Quarter and Year-to-Date Summary Third Quarter Year-to-Date % Change % Change ($M) , except EPS Yr 2009 Yr 2008 Total Constant Currency (b) Yr 2009 Yr 2008 Total Constant Currency (b) Continuing Operations: Net Sales 786.2 880.8 (10.7%) (7.1%) 2,176.6 2,647.8 (17.8%) (11.2%) Adjusted EBITDA (a) 151.1 163.2 (7.4%) (3.7%) 385.6 507.5 (24.0%) (18.5%) Adj. EBITDA Margin 19.2% 18.5% 0.7 ppt 17.7% 19.2% (1.5) ppt Net Income (Loss) - as reported 10.2 (4.8) 312.5% 7.0 99.5 (93.0%) EPS (Diluted) - as reported (c) 0.14 (0.06) 333.3% 0.09 1.30 (93.1%) Net Income - as adjusted (d) 14.0 34.7 (59.7%) 21.6 129.6 (83.3%) EPS (Diluted) - as adjusted (d) (e) 0.19 0.45 (57.8%) 0.29 1.69 (82.8%) (a) A reconciliation of Net Income to Adjusted EBITDA is provided. See Appendices. (b) Based on constant currencies. See Appendices. (c) (d) A reconciliation of Net Income / EPS as reported to Net Income / EPS as adjusted is provided. See Appendices. (e) For the third quarter, Yr 2009 based on share count of 75,520; Yr 2008 based on share count of 74,039. For the first nine months, Yr 2009 based on share count of 74,372; Yr 2008 based on share count of 76,795. The effect of stock-based awards is excluded from as reported EPS for the third quarter of 2008 as it is anti-dilutive. On an as adjusted basis, these awards are dilutive; normalized diluted shares outstanding were 76,867 for the third quarter 2008.

Net Sales Growth Third Quarter Year-to-Date ($M) Net Sales % Change ($M) Net Sales % Change Yr 2009 Qtr 3 786.2 Yr 2009 YTD 2,176.6 Yr 2008 Qtr 3 880.8 Yr 2008 YTD 2,647.8 Change (94.6) (10.7%) Change (471.2) (17.8%) Due to (Approx.): Due to (Approx.): Pricing 5.7 0.6% Pricing 67.6 2.6% Currency (32.0) (3.6%) Currency (175.5) (6.6%) Volume/Mix 1 (68.3) (7.8%) Volume/Mix 1 (363.3) (13.7%) 1 Volume includes bolt-on-acquisitions and the venture with Kemira

Results By Segment – Third Quarter @ Actual Rates Net Sales Adj. EBITDA (a) % Change % Change ($M) Q3 2009 Q3 2008 Total Constant Currency (b) Q3 2009 % Sales Q3 2008 % Sales Total Constant Currency (b) Specialty Chemicals 261.5 319.5 (18.2%) (14.3%) 68.1 26.0% 78.8 24.7% (13.6%) (10.7%) Performance Additives 182.2 223.2 (18.4%) (15.1%) 28.3 15.5% 28.6 12.8% (1.0%) 3.5% Titanium Dioxide Pigments 177.5 140.6 26.2% 29.5% 24.6 13.9% 23.9 17.0% 2.9% 5.4% Advanced Ceramics 108.6 126.4 (14.1%) (10.0%) 31.4 28.9% 38.1 30.1% (17.6%) (13.1%) Specialty Compounds 54.8 68.6 (20.1%) (16.2%) 8.8 16.1% 7.9 11.5% 11.4% 15.2% Corporate and Other 1.6 2.5 (36.0%) (32.0%) (10.1) (14.1) 28.4% 27.0% Total Rockwood - continuing operations $786.2 $880.8 (10.7%) (7.1%) $151.1 19.2% $163.2 18.5% (7.4%) (3.7%) Disc. Operations - Pool & Spa Chemicals - 19.6 (100.0%) (100.0%) - 2.7 13.8% (100.0%) (100.0%) Total Rockwood $786.2 $900.4 (12.7%) (9.1%) $151.1 19.2% $165.9 18.4% (8.9%) (5.3%) (a) A reconciliation of Net Income to Adjusted EBITDA is provided. See Appendices. (b) Based on constant currencies. See Appendices.

Results By Segment – Year-to-Date @ Actual Rates Net Sales Adj. EBITDA (a) % Change % Change ($M) YTD 2009 YTD 2008 Total Constant Currency (b) YTD 2009 % Sales YTD 2008 % Sales Total Constant Currency (b) Specialty Chemicals 723.0 966.7 (25.2%) (18.3%) 175.9 24.3% 241.4 25.0% (27.1%) (22.8%) Performance Additives 517.6 676.8 (23.5%) (18.0%) 71.2 13.8% 99.5 14.7% (28.4%) (23.4%) Titanium Dioxide Pigments 480.8 380.8 26.3% 33.8% 65.6 13.6% 60.2 15.8% 9.0% 16.1% Advanced Ceramics 293.6 404.9 (27.5%) (20.4%) 75.3 25.6% 121.5 30.0% (38.0%) (31.5%) Specialty Compounds 157.5 210.8 (25.3%) (18.8%) 25.5 16.2% 26.7 12.7% (4.5%) 1.1% Corporate and Other 4.1 7.8 (47.4%) (41.0%) (27.9) (41.8) 33.3% 30.9% Total Rockwood - continuing operations $2,176.6 $2,647.8 (17.8%) (11.2%) $385.6 17.7% $507.5 19.2% (24.0%) (18.5%) Disc. Operations - Pool & Spa Chemicals - 52.0 (100.0%) (100.0%) - - 5.1 9.8% (100.0%) (100.0%) Total Rockwood $2,176.6 $2,699.8 (19.4%) (12.9%) $385.6 17.7% $512.6 19.0% (24.8%) (19.3%) (a) A reconciliation of Net Income to Adjusted EBITDA is provided. See Appendices. (b) Based on constant currencies. See Appendices.

Specialty Chemicals In the Fine Chemicals business, lower volumes were partially offset by lower raw material costs and cost control measures. In the Surface Treatment business, lower volumes, particularly in general industrial and automotive applications, were partially offset by higher selling prices, cost control measures and the impact of a bolt-on-acquisition. Productivity measures and price increases were the key factors to achieve higher margins despite lower sales. A reconciliation of Net Income to Adjusted EBITDA is provided. See Appendices. Based on constant currencies. See Appendices. @ Actual Rates Net Sales Adj. EBITDA (a) % Change % Change ($M) Yr 2009 Yr 2008 Total Constant Currency (b) Yr 2009 Yr 2008 Total Constant Currency (b) Third Quarter 261.5 319.5 (18.2%) (14.3%) 68.1 78.8 (13.6%) (10.7%) Adj. EBITDA Margin 26.0% 24.7% 1.3 ppt Year-to-Date 723.0 966.7 (25.2%) (18.3%) 175.9 241.4 (27.1%) (22.8%) Adj. EBITDA Margin 24.3% 25.0% (0.7) ppt

Performance Additives Lower volumes of construction-related products in the Color Pigments and Services business as well as in the Clay-based Additives business continued to impact results. Adjusted EBITDA was positively impacted by lower raw material costs, cost control measures, higher selling prices and the impact of a bolt-on acquisition in our Color Pigments and Services business. Excluding the negative impact of currency changes, Adjusted EBITDA increased 3.5%. A reconciliation of Net Income to Adjusted EBITDA is provided. See Appendices. Based on constant currencies. See Appendices. @ Actual Rates Net Sales Adj. EBITDA (a) % Change % Change ($M) Yr 2009 Yr 2008 Total Constant Currency (b) Yr 2009 Yr 2008 Total Constant Currency (b) Third Quarter 182.2 223.2 (18.4%) (15.1%) 28.3 28.6 (1.0%) 3.5% Adj. EBITDA Margin 15.5% 12.8% 2.7 ppt Year-to-Date 517.6 676.8 (23.5%) (18.0%) 71.2 99.5 (28.4%) (23.4%) Adj. EBITDA Margin 13.8% 14.7% (0.9) ppt

Titanium Dioxide Pigments Net sales and Adjusted EBITDA declined excluding the impact of the venture that was completed in September 2008. Lower volumes for titanium dioxide and functional additives had a negative effect on results. Adjusted EBITDA was positively impacted by cost control measures, lower raw material costs, as well as higher selling prices. A reconciliation of Net Income to Adjusted EBITDA is provided. See Appendices. Based on constant currencies. See Appendices. @ Actual Rates Net Sales Adj. EBITDA (a) % Change % Change ($M) Yr 2009 Yr 2008 Total Constant Currency (b) Yr 2009 Yr 2008 Total Constant Currency (b) Third Quarter 177.5 140.6 26.2% 29.5% 24.6 23.9 2.9% 5.4% Adj. EBITDA Margin 13.9% 17.0% (3.1) ppt Year-to-Date 480.8 380.8 26.3% 33.8% 65.6 60.2 9.0% 16.1% Adj. EBITDA Margin 13.6% 15.8% (2.2) ppt

Advanced Ceramics Lower volumes in all applications, except medical, were partially offset by the impact of cost control measures and a bolt-on acquisition. Considerable effort to control costs has enabled the business to produce an Adjusted EBITDA margin of 28.9%. A reconciliation of Net Income to Adjusted EBITDA is provided. See Appendices. Based on constant currencies. See Appendices. @ Actual Rates Net Sales Adj. EBITDA (a) % Change % Change ($M) Yr 2009 Yr 2008 Total Constant Currency (b) Yr 2009 Yr 2008 Total Constant Currency (b) Third Quarter 108.6 126.4 (14.1%) (10.0%) 31.4 38.1 (17.6%) (13.1%) Adj. EBITDA Margin 28.9% 30.1% (1.2) ppt Year-to-Date 293.6 404.9 (27.5%) (20.4%) 75.3 121.5 (38.0%) (31.5%) Adj. EBITDA Margin 25.6% 30.0% (4.4) ppt

Specialty Compounds Net sales were down primarily from lower selling prices and lower volumes in most applications, particularly in wire and cable. Lower raw material and other operating costs had a favorable impact on Adjusted EBITDA. A reconciliation of Net Income to Adjusted EBITDA is provided. See Appendices. Based on constant currencies. See Appendices. @ Actual Rates Net Sales Adj. EBITDA (a) % Change % Change ($M) Yr 2009 Yr 2008 Total Constant Currency (b) Yr 2009 Yr 2008 Total Constant Currency (b) Third Quarter 54.8 68.6 (20.1%) (16.2%) 8.8 7.9 11.4% 15.2% Adj. EBITDA Margin 16.1% 11.5% 4.6 ppt Year-to-Date 157.5 210.8 (25.3%) (18.8%) 25.5 26.7 (4.5%) 1.1% Adj. EBITDA Margin 16.2% 12.7% 3.5 ppt

Progress of Cost Reduction and Restructuring Programs Cost Savings ($M) Year-to-Date Full Year Actual Estimate Incremental Savings 2009 vs. 2008 $115.2 $140.0 Headcount Reduction Sept. ‘08 * Sept. ‘09 Total Headcount 10,710 9,512 - Change (1,198) * Sept. 2008 proforma for acquisitions/divestitures

Financial Summary

Income Statement - Reported ($M) Third Quarter Year-to-Date Yr 2009 Yr 2008 Yr 2009 Yr 2008 Net sales 786.2 880.8 2,176.6 2,647.8 Gross profit 231.2 257.5 616.5 813.3 Gross Profit % 29.4% 29.2% 28.3% 30.7% Operating income 72.6 86.5 149.9 296.7 Operating income % 9.2% 9.8% 6.9% 11.2% Interest expense 1 (54.0) (56.3) (132.6) (139.7) Interest income 0.4 0.6 1.2 4.2 Interest expense, net (53.6) (55.7) (131.4) (135.5) Loss on early extinguishment of debt, net (0.9) - (26.6) - Foreign exchange gain (loss) 2 4.5 (26.5) 15.4 (12.2) Other, net - 0.2 0.4 0.7 Income from continuing operations before taxes $22.6 $4.5 $7.7 $149.7 Income tax provision 13.0 10.3 6.9 50.6 Income (loss) from continuing operations $9.6 $(5.8) $0.8 $99.1 (Loss) income from discontinued operations, net of tax (0.1) 1.5 3.3 2.9 Net income (loss) $9.5 $(4.3) $4.1 $102.0 Net loss attributable to noncontrolling interest 0.6 1.0 6.2 0.4 Net income (loss) attributable to Rockwood Holdings, Inc. $10.1 $(3.3) $10.3 $102.4 Amounts attributable to Rockwood Holdings, Inc.: Income (loss) from continuing operations 10.2 (4.8) 7.0 99.5 (Loss) income from discontinued operations (0.1) 1.5 3.3 2.9 Net income (loss) $10.1 $(3.3) $10.3 $102.4 1 Interest expense includes: Interest expense on debt (51.1) (43.9) (127.7) (125.8) Mark-to market (losses) gains on interest rate swaps (1.3) (10.0) 1.3 (6.8) Deferred financing costs (1.6) (2.4) (6.2) (7.1) Total $(54.0) $(56.3) $(132.6) $(139.7) 2 Impact related to non-operating Euro-denominated transactions

Reconciliation of Net Income to Adjusted EBITDA ($M) 2009 2008 2009 2008 Net income (loss) attributable to Rockwood Holdings, Inc. 10.1 (3.3) 10.3 102.4 Net loss attributable to noncontrolling interest (0.6) (1.0) (6.2) (0.4) Net income (loss) 9.5 (4.3) 4.1 102.0 Income tax provision 13.0 10.3 6.9 50.6 (Loss) income from discontinued operations, net of tax 0.1 (1.5) (3.3) (2.9) Income from continuing operations before taxes 22.6 4.5 7.7 149.7 Interest expense, net 53.6 55.7 131.4 135.5 Depreciation and amortization 71.5 65.6 208.5 190.6 Sub-Total 147.7 125.8 347.6 475.8 Restructuring and other severance costs 4.2 3.4 16.0 5.7 Systems/organization establishment expenses 2.4 3.7 5.5 7.1 Inventory write-up charges - 3.7 - 4.2 Loss on early extinguishment of debt, net 0.9 - 26.6 - Gain on sale of assets and other (0.4) (2.7) (0.3) (1.8) Acquired in-process research and development - 2.8 - 2.8 Foreign exchange (gain) loss, net (4.5) 26.5 (15.4) 12.2 Other 0.8 - 5.6 1.5 Adjusted EBITDA from continuing operations $151.1 $163.2 $385.6 $507.5 Discontinued Operations - Pool & Spa Chemicals - 2.7 - 5.1 Total Adjusted EBITDA $151.1 $165.9 $385.6 $512.6 Year-to-Date Third Quarter

Reconciliation of Net Income/EPS as Reported to Net Income/EPS as Adjusted Net Income ($M) Diluted EPS Net Income ($M) Diluted EPS As reported $10.2 $0.14 $7.0 $0.09 Adjustments to expenses from continuing operations: Restructuring and other severance costs 3.2 0.04 12.5 0.17 Mark-to-market swap loss 1.0 0.01 - - Systems/organization establishment expenses 1.6 0.02 3.8 0.05 Loss on early extinguishment of debt, net 0.7 0.01 19.4 0.26 Tax allocation from other comprehensive income 1.3 0.02 - - Other 0.7 0.01 4.3 0.06 Subtotal 8.5 0.11 40.0 0.54 Adjustments to income from continuing operations: Foreign exchange gains on financing activities (3.3) (0.04) (19.8) (0.27) Impact of tax rate changes (1.1) (0.02) (1.9) (0.03) Gains on asset sales and other (0.3) - (0.2) - Tax allocation from other comprehensive income - - (0.3) - Mark-to-market swap gain - - (3.2) (0.04) Subtotal (4.7) (0.06) (25.4) (0.34) Total adjustments 3.8 0.05 14.6 0.20 As adjusted $14.0 $0.19 $21.6 $0.29 Weighted average number of diluted shares outstanding 75,520 74,372 Year-to-Date 2009 Third Quarter 2009

Tax Provision Reconciliation – Third Quarter 2009 ($M) Income (loss) from cont. ops. before taxes and noncontrolling interest Income tax provision (benefit) 2 Net loss (income) attributable to noncontrolling interest Income (loss) from continuing operations As reported $22.6 $13.0 $0.6 $10.2 Adjustments to expenses from continuing operations: Restructuring and other severance costs 4.2 1.0 3.2 Mark-to-market swap loss 1 1.3 0.3 1.0 Systems/organization establishment expenses 2.4 0.5 (0.3) 1.6 Loss on early extinguishment of debt, net 0.9 0.2 0.7 Tax allocation from other comprehensive income (1.3) 1.3 Other 0.8 0.1 0.7 Adjustments to income from continuing operations: Foreign exchange gains on financing activities (4.5) (1.2) (3.3) Impact of tax rate changes 1.1 (1.1) Gains on asset sales and other (0.4) (0.1) (0.3) As adjusted $27.3 $13.6 $0.3 $14.0 1 MTM gain / loss in the US is not tax effected because of valuation allowances. 2 Tax provision affected by domestic losses that are not tax benefitted. Third Quarter 2009

Consolidated Net Debt March 31, 2009 June 30, 2009 September 30, 2009 ($M) as reported Covenant (proforma) 3) as reported Covenant as reported Covenant Balance Sheet FX-Rate 1.33 1.42 1.40 1.37 1.46 1.35 LTM Adj EBITDA - as reported $578.8 $578.8 $529.0 $529.0 $517.0 $517.0 Acquisition related and other adjustments 1) 48.1 32.0 8.8 LTM Adj EBITDA - for covenant purposes $578.8 $626.9 $529.0 $561.0 $517.0 $525.7 Net Debt 2) TiO2 Venture Revolver - - - - 14.6 13.5 Rockwood Term Loans 1,486.8 1,516.5 1,510.7 1,501.2 1,516.5 1,483.5 TiO2 Venture Term Loan 331.3 355.6 343.8 336.2 358.7 331.8 Assumed Debt 101.9 106.2 104.2 98.1 106.7 96.0 Sr. Sub.Notes 2014 666.1 551.0 566.1 Total Debt $2,586.0 $1,978.3 $2,509.7 $1,935.6 $2,562.7 $1,924.8 Cash (327.1) (100.0) (203.0) (100.0) (287.8) (100.0) Net Debt $2,258.9 $1,878.3 $2,306.7 $1,835.6 $2,274.9 $1,824.8 Covenant - as calculated 3.00 x 3.27 x 3.47 x Covenant - with full cash 2.63 x 3.09 x 3.11 x Covenant per Credit Agreement 4.40 x 4.40 x 4.40 x 3) March proforma calculation for Amendment completed on June 15, 2009. 1) Including proforma Adjusted EBITDA as well as anticipated synergies for the acquired businesses. 2) Covenant leverage ratio calculation under senior credit agreement for Rockwood Specialties Group, Inc specifies maximum level of cash at $100 million and converts Euro denominated debt at average Euro-rate during LTM period.

Net Debt / LTM Adjusted EBITDA Note: Net Debt / LTM Adjusted EBITDA as per definition for covenant leverage ratio calculation under senior credit agreement for Rockwood Specialties Group, Inc. Covenant leverage ratio definition changed from Net Total Debt to Adjusted EBITDA to Net Secured Debt to Adjusted EBITDA on June 15, 2009 Covenant Calculation based on senior debt only not to exceed 4.4x Rockwood at 3.1x at Sept. 30 2.5 3.0 3.5 4.0 4.5 5.0 5.5 6.0 6.5 7.0 31-Dec-03 31-Mar-04 30-Jun-04 30-Sep-04 31-Dec-04 31-Mar-05 30-Jun-05 30-Sep-05 31-Dec-05 31-Mar-06 30-Jun-06 30-Sep-06 31-Dec-06 31-Mar-07 30-Jun-07 30-Sep-07 31-Dec-07 31-Mar-08 30-Jun-08 30-Sep-08 31-Dec-08 31-Mar-09 30-Jun-09 30-Sep-09 Total Net Debt (using total Cash) to LTM Adj. EBITDA Covenant Net Debt (using total Cash) to LTM Adj. EBITDA

Free Cash Flow ($M) Third Quarter 2009 Year-to-Date 2009 Adjusted EBITDA $151.1 $385.6 WC Change (a) 58.7 76.2 Cash Taxes (b) (7.8) (18.4) Cash Interest (c) (50.6) (126.4) Cash From Operating Activities (d) $151.4 $317.0 CAPEX (e) (35.1) (115.4) Free Cash Flow $116.3 $201.6 (a) (b) Equals tax provision minus deferred income tax. (c) Interest expense, net minus deferred financing costs and MTM of Swaps. (d) Excludes $12.8mm for the third quarter and $42.5mm for the first nine months of non-recurring and other, net (primarily restructuring). (e) CAPEX net of proceeds on sale of property, plant and equipment. Includes changes in accounts receivable, inventories, prepaid expenses, accounts payable, income tax payable and accrued expenses. All figures net of the effect of foreign currency translation and impact of acquisitions and divestitures.

Appendices

Reconciliation of Net Income to Adjusted EBITDA ($M) 2009 2008 2009 2008 Net income (loss) attributable to Rockwood Holdings, Inc. 10.1 (3.3) 10.3 102.4 Net loss attributable to noncontrolling interest (0.6) (1.0) (6.2) (0.4) Net income (loss) 9.5 (4.3) 4.1 102.0 Income tax provision 13.0 10.3 6.9 50.6 (Loss) income from discontinued operations, net of tax 0.1 (1.5) (3.3) (2.9) Income from continuing operations before taxes 22.6 4.5 7.7 149.7 Interest expense 54.0 56.3 132.6 139.7 Interest income (0.4) (0.6) (1.2) (4.2) Depreciation and amortization 71.5 65.6 208.5 190.6 Restructuring and other severance costs 4.2 3.4 16.0 5.7 Systems/organization establishment expenses 2.4 3.7 5.5 7.1 Inventory write-up charges - 3.7 - 4.2 Loss on early extinguishment of debt, net 0.9 - 26.6 - Gain on sale of assets and other (0.4) (2.7) (0.3) (1.8) Acquired in-process research and development - 2.8 - 2.8 Foreign exchange (gain) loss, net (4.5) 26.5 (15.4) 12.2 Other 0.8 - 5.6 1.5 Adjusted EBITDA from continuing operations $151.1 $163.2 $385.6 $507.5 Discontinued Operations - Pool & Spa Chemicals - 2.7 - 5.1 Total Adjusted EBITDA $151.1 $165.9 $385.6 $512.6 Year-to-Date Third Quarter

Reconciliation of Pre-Tax Income to Adjusted EBITDA - Third Quarter ($M) Titanium Specialty Performance Dioxide Advanced Specialty Corporate Third Quarter 2009 Chemicals Additives Pigments Ceramics Compounds and other Consolidated Income (loss) - cont. ops. before taxes 33.4 2.0 (2.5) 8.0 2.7 (21.0) 22.6 Interest expense 18.9 8.4 6.5 10.0 2.8 7.4 54.0 Interest income (0.2) 0.1 (0.1) (0.3) - 0.1 (0.4) Depreciation and amortization 18.3 15.9 19.5 13.4 3.0 1.4 71.5 Restructuring and other severance costs 2.3 1.0 0.1 0.7 0.1 - 4.2 Systems/organization establishment expenses 0.2 0.6 1.1 0.1 - 0.4 2.4 Loss (gain) on early extinguishment of debt, net 1.1 0.2 - 0.3 0.1 (0.8) 0.9 Gain on sale of assets and other (0.4) - - - - - (0.4) Foreign exchange (gain) loss, net (5.4) (0.1) - (0.8) - 1.8 (4.5) Other (0.1) 0.2 - - 0.1 0.6 0.8 Adjusted EBITDA $68.1 $28.3 $24.6 $31.4 $8.8 $(10.1) $151.1 Third Quarter 2008 Income (loss) - cont. ops. before taxes 44.5 (5.2) (1.5) 17.0 2.5 (52.8) 4.5 Interest expense 14.6 7.8 8.6 8.5 2.3 14.5 56.3 Interest income 1.0 1.0 (0.1) 0.1 (0.1) (2.5) (0.6) Depreciation and amortization 17.8 17.2 14.3 11.8 2.6 1.9 65.6 Restructuring and other severance costs 0.6 1.6 - 0.4 0.4 0.4 3.4 Systems/organization establishment expenses 0.6 1.4 0.7 0.1 0.1 0.8 3.7 Inventory write-up charges 0.1 1.5 2.1 - - - 3.7 Gain (loss) on sale of assets and other (0.5) - - 0.1 - (2.3) (2.7) Acquired in-process research and development - 2.8 - - - - 2.8 Foreign exchange loss (gain), net 0.3 0.3 (0.1) 0.2 - 25.8 26.5 Other (0.2) 0.2 (0.1) (0.1) 0.1 0.1 - Adjusted EBITDA $78.8 $28.6 $23.9 $38.1 $7.9 $(14.1) $163.2 Disc. Operations - Pool & Spa Chemicals - 2.7 - - - - 2.7 Total Adjusted EBITDA $78.8 $31.3 $23.9 $38.1 $7.9 $(14.1) $165.9

Reconciliation of Pre-Tax Income to Adjusted EBITDA – Year-to-Date ($M) Titanium Specialty Performance Dioxide Advanced Specialty Corporate Year-to-Date 2009 Chemicals Additives Pigments Ceramics Compounds and other Consolidated Income (loss) - cont. ops. before taxes 59.7 (8.6) (14.2) (1.5) 8.7 (36.4) 7.7 Interest expense 49.5 22.7 21.4 26.3 7.4 5.3 132.6 Interest income (0.9) 0.3 (0.4) (0.4) - 0.2 (1.2) Depreciation and amortization 54.9 46.4 56.2 38.1 8.3 4.6 208.5 Restructuring and other severance costs 4.4 5.6 0.1 5.5 0.2 0.2 16.0 Systems/organization establishment expenses 0.6 1.7 2.5 0.3 - 0.4 5.5 Loss on early extinguishment of debt, net 11.6 2.4 - 7.2 0.8 4.6 26.6 Gain on sale of assets and other (0.3) - - - - - (0.3) Foreign exchange gain, net (6.0) - - (0.2) - (9.2) (15.4) Other 2.4 0.7 - - 0.1 2.4 5.6 Adjusted EBITDA $175.9 $71.2 $65.6 $75.3 $25.5 $(27.9) $385.6 Year-to-Date 2008 Income (loss) - cont. ops. before taxes 148.7 13.1 (9.0) 59.2 10.8 (73.1) 149.7 Interest expense 41.0 22.6 26.6 26.4 6.9 16.2 139.7 Interest income (0.9) 1.1 (0.1) (0.1) (0.4) (3.8) (4.2) Depreciation and amortization 51.0 50.9 39.3 35.6 8.3 5.5 190.6 Restructuring and other severance costs 0.8 3.2 - 0.9 0.4 0.4 5.7 Systems/organization establishment expenses 1.4 3.6 0.7 0.3 0.3 0.8 7.1 Inventory write-up charges 0.6 1.5 2.1 - - - 4.2 Gain (loss) on sale of assets and other (0.5) - 0.8 0.2 - (2.3) (1.8) Acquired in-process research and development - 2.8 - - - - 2.8 Foreign exchange loss (gain), net - 0.1 (0.1) (0.9) - 13.1 12.2 Other (0.7) 0.6 (0.1) (0.1) 0.4 1.4 1.5 Adjusted EBITDA $241.4 $99.5 $60.2 $121.5 $26.7 $(41.8) $507.5 Disc. Operations - Pool & Spa Chemicals - 5.1 - - - - 5.1 Total Adjusted EBITDA $241.4 $104.6 $60.2 $121.5 $26.7 $(41.8) $512.6

Constant Currency Effect on Results – Third Quarter ($M) Constant Currency basis Total Change in $ Total Change in % Constant Currency Effect in $ Net Change in $ Net Change in % Net Sales Specialty Chemicals (58.0) (18.2) (12.3) (45.7) (14.3) Performance Additives (41.0) (18.4) (7.2) (33.8) (15.1) Titanium Dioxide Pigments 36.9 26.2 (4.6) 41.5 29.5 Advanced Ceramics (17.8) (14.1) (5.1) (12.7) (10.0) Specialty Compounds (13.8) (20.1) (2.7) (11.1) (16.2) Corporate and Other (0.9) (36.0) (0.1) (0.8) (32.0) Net Sales - cont. ops. $(94.6) (10.7) % $(32.0) $(62.6) (7.1) % Disc. Ops. - Pool & Spa Chemicals (19.6) (100.0) - (19.6) (100.0) Total Net Sales $(114.2) (12.7) % $(32.0) $(82.2) (9.1) % Adjusted EBITDA Specialty Chemicals (10.7) (13.6) (2.3) (8.4) (10.7) Performance Additives (0.3) (1.0) (1.3) 1.0 3.5 Titanium Dioxide Pigments 0.7 2.9 (0.6) 1.3 5.4 Advanced Ceramics (6.7) (17.6) (1.7) (5.0) (13.1) Specialty Compounds 0.9 11.4 (0.3) 1.2 15.2 Corporate and Other 4.0 28.4 0.2 3.8 27.0 Adjusted EBITDA - cont. ops. $(12.1) (7.4) % $(6.0) $(6.1) (3.7) % Disc. Ops. - Pool & Spa Chemicals (2.7) (100.0) - (2.7) (100.0) Total Adjusted EBITDA $(14.8) (8.9) % $(6.0) $(8.8) (5.3) % Change: Third Quarter 2009 versus 2008

Constant Currency Effect on Results – Year-to-Date ($M) Constant Currency basis Total Change in $ Total Change in % Constant Currency Effect in $ Net Change in $ Net Change in % Net Sales Specialty Chemicals (243.7) (25.2) (66.7) (177.0) (18.3) Performance Additives (159.2) (23.5) (37.2) (122.0) (18.0) Titanium Dioxide Pigments 100.0 26.3 (28.9) 128.9 33.8 Advanced Ceramics (111.3) (27.5) (28.5) (82.8) (20.4) Specialty Compounds (53.3) (25.3) (13.7) (39.6) (18.8) Corporate and Other (3.7) (47.4) (0.5) (3.2) (41.0) Net Sales - cont. ops. $(471.2) (17.8) % $(175.5) $(295.7) (11.2) % Disc. Ops. - Pool & Spa Chemicals (52.0) (100.0) - (52.0) (100.0) Total Net Sales $(523.2) (19.4) % $(175.5) $(347.7) (12.9) % Adjusted EBITDA Specialty Chemicals (65.5) (27.1) (10.5) (55.0) (22.8) Performance Additives (28.3) (28.4) (5.0) (23.3) (23.4) Titanium Dioxide Pigments 5.4 9.0 (4.3) 9.7 16.1 Advanced Ceramics (46.2) (38.0) (7.9) (38.3) (31.5) Specialty Compounds (1.2) (4.5) (1.5) 0.3 1.1 Corporate and Other 13.9 33.3 1.0 12.9 30.9 Adjusted EBITDA - cont. ops. $(121.9) (24.0) % $(28.2) $(93.7) (18.5) % Disc. Ops. - Pool & Spa Chemicals (5.1) (100.0) - (5.1) (100.0) Total Adjusted EBITDA $(127.0) (24.8) % $(28.2) $(98.8) (19.3) % Change: Year-to-Date 2009 versus 2008

Tax Provision Reconciliation – Year-to-Date 2009 ($M) Income (loss) from cont. ops. before taxes and noncontrolling interest Income tax provision (benefit) 2 Net loss (income) attributable to noncontrolling interest Income (loss) from continuing operations As reported $7.7 $6.9 $6.2 $7.0 Adjustments to expenses from continuing operations: Loss on early extinguishment of debt, net 26.6 7.2 19.4 Restructuring and other severance costs 16.0 3.5 12.5 Systems/organization establishment expenses 5.5 1.0 (0.7) 3.8 Other 5.6 1.3 4.3 Adjustments to income from continuing operations: Foreign exchange gains on financing activities (15.4) 4.5 0.1 (19.8) Mark-to-market swap gain 1 (1.3) 1.0 (0.9) (3.2) Impact of tax rate changes 1.9 (1.9) Tax allocation from other comprehensive income 0.3 (0.3) Gains on asset sales and other (0.3) (0.1) (0.2) As adjusted $44.4 $27.5 $4.7 $21.6 1 MTM gain / loss in the US is not tax effected because of valuation allowances. 2 Tax provision affected by domestic losses that are not tax benefitted. Year-to-Date 2009

Tax Provision Reconciliation 2008 ($M) Income (loss) from cont. ops. before taxes and noncontrolling interest Income tax provision (benefit) 3 Income (loss) from cont. ops. before taxes and noncontrolling interest Income tax provision (benefit) 3 As reported $4.5 $10.3 $149.7 $50.6 Adjustments to expenses from continuing operations: Restructuring and other severance costs 3.4 1.0 5.7 1.5 Mark-to-market swap loss 2 10.0 (0.5) 6.8 0.3 Systems/organization establishment expenses 3.7 0.7 7.1 1.2 Foreign exchange loss on financing activities 1 26.5 (3.3) 12.2 (5.3) Inventory write-up charges 3.7 1.0 4.2 1.1 Other 2.8 1.0 4.3 1.0 Adjustments to income from continuing operations: Tax allocation from other comprehensive income 7.5 7.9 Gains on asset sales and other (2.7) (0.1) (1.8) 0.1 As adjusted $51.9 $17.6 $188.2 $58.4 1 Tax provision on FX gains / losses is impacted by a permanent difference in a UK subsidiary. 2 MTM gain / loss in the US is not tax effected because of valuation allowances. 3 Tax provision affected by domestic losses that are not tax benefitted plus permanent differences. Third Quarter 2008 Year-to-Date 2008

Reconciliation of Net Income/EPS – Third Quarter Net Income ($M) Diluted EPS Net Income ($M) Diluted EPS As reported $10.2 $0.14 $(4.8) $(0.06) Adjustments to expenses from continuing operations: Restructuring and other severance costs 3.2 0.04 2.4 0.03 Mark-to-market swap loss 1.0 0.01 10.5 0.14 Systems/organization establishment expenses 1.6 0.02 3.0 0.04 Loss on early extinguishment of debt, net 0.7 0.01 - - Tax allocation from other comprehensive income 1.3 0.02 - - Foreign exchange losses on financing activities - - 29.8 0.39 Inventory write-up charges - - 2.1 0.02 Other 0.7 0.01 1.8 0.02 Subtotal 8.5 0.11 49.6 0.64 Adjustments to income from continuing operations: Foreign exchange gains on financing activities (3.3) (0.04) - - Impact of tax rate changes (1.1) (0.02) - - Tax allocation from other comprehensive income - - (7.5) (0.10) Gains on asset sales and other (0.3) - (2.6) (0.03) Subtotal (4.7) (0.06) (10.1) (0.13) Total adjustments 3.8 0.05 39.5 0.51 As adjusted $14.0 $0.19 $34.7 $0.45 Weighted average number of diluted shares outstanding 75,520 76,867 1 The effect of stock-based awards is excluded from as reported diluted EPS as it is anti-dilutive. However, on an as adjusted basis, these awards are dilutive; for the third quarter 2008 normalized diluted shares outstanding were 76,867 compared to as reported diluted shares outstanding of 74,039. Third Quarter 2009 Third Quarter 2008 1

Reconciliation of Net Income/EPS – Year-to-Date Net Income ($M) Diluted EPS Net Income ($M) Diluted EPS As reported $7.0 $0.09 $99.5 $1.30 Adjustments to expenses from continuing operations: Loss on early extinguishment of debt, net 19.4 0.26 - - Restructuring and other severance costs 12.5 0.17 4.2 0.05 Systems/organization establishment expenses 3.8 0.05 5.9 0.08 Foreign exchange losses on financing activities - - 17.5 0.23 Mark-to-market swap loss - - 6.5 0.08 Inventory write-up charges - - 2.5 0.03 Other 4.3 0.06 3.3 0.04 Subtotal 40.0 0.54 39.9 0.51 Adjustments to income from continuing operations: Foreign exchange gains on financing activities (19.8) (0.27) - - Tax allocation from other comprehensive income (0.3) - (7.9) (0.10) Mark-to-market swap gain (3.2) (0.04) - - Impact of tax rate changes (1.9) (0.03) - - Gains on asset sales and other (0.2) - (1.9) (0.02) Subtotal (25.4) (0.34) (9.8) (0.12) Total adjustments 14.6 0.20 30.1 0.39 As adjusted $21.6 $0.29 $129.6 $1.69 Weighted average number of diluted shares outstanding 74,372 76,795 Year-to-Date 2009 Year-to-Date 2008

Reconciliation of Net Cash to Adjusted EBITDA Third Quarter Year-to-Date ($M) 2009 2009 Net cash provided by operating activities $138.6 $274.5 Changes in assets and liabilities, net of the effect of foreign currency translation and acquisitions (52.6) (59.8) Current portion of income tax provision 7.8 18.4 Interest expense, net, excluding amortization of deferred financing costs and unrealized losses/gains on derivatives 50.6 126.4 Restructuring and other severance costs 4.2 16.0 Systems/organization establishment expenses 2.2 5.3 Bad debt provision (0.3) (0.7) Loss on sale of assets and other (0.4) (0.3) Other 1.0 5.8 Adjusted EBITDA - continuing operations $151.1 $385.6