8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 11, 2015

ALBEMARLE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Virginia	001-12658	54-1692118
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

451 Florida Street, Baton Rouge, Louisiana 70801

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (225) 388-8011

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On February 12, 2015, executive officers of Albemarle Corporation (the “Company”) will present at the Morgan Stanley Chemicals Corporate Access Day. The presentation to be used during the conference is attached as Exhibit 99.1 to this Form 8-K. This presentation will also be used during other meetings with investors commencing on February 11, 2015.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Presentation February 12, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALBEMARLE CORPORATION
Date: February 10, 2015	By:	/s/ Karen G. Narwold
		Karen G. Narwold
		Senior Vice President, General Counsel, Corporate & Government Affairs, Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Presentation February 12, 2015.

EX-99.1

Albemarle Corporation

Investor Presentation

February 2015

Exhibit 99.1

Some

of

the

information

presented

in

this

presentation

and

the

conference

call

and

discussions

that

follow,

including,

without

limitation,

statements

with

respect

to

the

transaction

with

Rockwood

and

the

anticipated

consequences

and

benefits

of

the

transaction,

product

development,

changes

in

productivity,

market

trends,

price,

expected

growth

and

earnings,

input

costs,

surcharges,

tax

rates,

stock

repurchases,

dividends,

cash

flow

generation,

costs

and

cost

synergies,

portfolio

diversification,

economic

trends,

outlook

and

all

other

information

relating

to

matters

that

are

not

historical

facts

may

constitute

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

There

can

be

no

assurance

that

actual

results

will

not

differ

materially.

Factors

that

could

cause

actual

results

to

differ

materially

include,

without

limitation:

changes

in

economic

and

business

conditions;

changes

in

financial

and

operating

performance

of

our

major

customers

and

industries

and

markets

served

by

us;

the

timing

of

orders

received

from

customers;

the

gain

or

loss

of

significant

customers;

competition

from

other

manufacturers;

changes

in

the

demand

for

our

products;

limitations

or

prohibitions

on

the

manufacture

and

sale

of

our

products;

availability

of

raw

materials;

changes

in

the

cost

of

raw

materials

and

energy;

changes

in

our

markets

in

general;

fluctuations

in

foreign

currencies;

changes

in

laws

and

government

regulation

impacting

our

operations

or

our

products;

the

occurrence

of

claims

or

litigation;

the

occurrence

of

natural

disasters;

the

inability

to

maintain

current

levels

of

product

or

premises

liability

insurance

or

the

denial

of

such

coverage;

political

unrest

affecting

the

global

economy;

political

instability

affecting

our

manufacturing

operations

or

joint

ventures;

changes

in

accounting

standards;

the

inability

to

achieve

results

from

our

global

manufacturing

cost

reduction

initiatives

as

well

as

our

ongoing

continuous

improvement

and

rationalization

programs;

changes

in

the

jurisdictional

mix

of

our

earnings

and

changes

in

tax

laws

and

rates;

changes

in

monetary

policies,

inflation

or

interest

rates;

volatility

and

substantial

uncertainties

in

the

debt

and

equity

markets;

technology

or

intellectual

property

infringement;

decisions

we

may

make

in

the

future;

the

ability

to

successfully

operate

and

integrate

Rockwood’s

operations

and

realize

estimated

synergies;

and

the

other

factors

detailed

from

time

to

time

in

the

reports

we

file

with

the

SEC,

including

those

described

under

"Risk

Factors"

in

the

joint

proxy

statement

/

prospectus

we

filed

in

connection

with

the

transaction

with

Rockwood,

and

in

our

Annual

Report

on

Form

10-K

and

our

Quarterly

Reports

on

Form

10-Q.

These

forward-looking

statements

speak

only

as

of

the

date

of

this

presentation.

We

assume

no

obligation

to

provide

any

revisions

to

any

forward-looking

statements

should

circumstances

change,

except

as

otherwise

required

by

securities

and

other

applicable

laws.

Forward Looking Statements

2

Albemarle Acquisition of Rockwood: A Compelling Transaction

•

Creates a premier specialty chemicals company with leading positions

in attractive end markets around the world

•

Accelerates Albemarle’s strategy of bringing lithium and bromine together

•

Strengthens growth potential across four, high-margin businesses –

lithium, catalysts, bromine and surface treatment

•

Differentiated, performance-based, technologies driving innovative

solutions

•

Capacity in place to serve future growth to drive improved profitability

•

Outstanding cash generation capacity supports rapid deleveraging,

ongoing dividend and investments to drive future growth

Enhanced growth, expanded margins and improved cash flow drive shareholder value

3

Transaction Summary

Strategic

Rationale

•

Combined

company

will

be

a

leading

specialty

chemical

company

with

industry-leading

growth

and

EBITDA

margins

•

Accelerates Albemarle’s growth and enhances its margin profile

•

Creates the potential for more consistent and predictable earnings growth for ALB shareholders

•

Creates a leader in four attractive growth markets

•

ROC

acquisition

enables

ALB

to

accelerate

its

strategy

of

bringing

lithium

and

bromine

businesses

together

and

leverage

technology

to

exploit

its

brine

resources

•

Lithium and Bromine are a natural fit

•

Both leverage chemistry to derivatize key molecules

•

Similarity in extraction processes

•

Presence in Fine Chemistry (Agriculture / Pharmaceuticals) and Polymers (Plastics / Synthetic Rubbers)

•

Common end markets and cross-selling opportunities

•

ALB has long been aware of the complementary fit and has been pursuing an expansion into lithium

•

In

2011,

announced

plans

to

extract

lithium

from

its

Arkansas

brine

–

key

challenge

was

to

extract

at

competitive costs

•

Evaluated

acquisition

opportunities

even

before

discussions

with

ROC

had

begun

Anticipated

Financial

Benefits

•

Accretive to cash EPS in year one, adjusted EPS in year two and substantially accretive to EPS thereafter

•

$100 million in cost synergies across both companies to be realized in first 2 years

•

Capital cost avoidance and improved market access for Albemarle’s lithium development

•

Exceptional cash flow generation  that enables rapid deleveraging

•

Continued investment grade rating to ensure low funding costs

Update

•

Closed the acquisition on January 12, 2015

•

New organizational structure announced, effective 1Q 2015. Three

GBU structure –

Refining Solutions, Chemetall

Surface

Treatment,

and

Performance

Chemicals

(combining

lithium,

bromine,

aluminum

alkyls

and

derivative

catalysts,

and remaining legacy Performance Chemicals businesses)

•

Bridge loans fully paid off mid February 2015

4

#2

$940

$220

23%

Surface Treatment

(2)

5

Global

Ranking

2014A

Sales

Adj. EBITDA

(1)

% Margin

(1)

Key

Competitors

Leadership Across Four Highly Attractive Growth Segments

Lithium

(2)

#1

$474

$199

42%

Growth

2.0x –

3.0x

GDP

Catalyst Solutions

#1/2

1.0x –

2.0x

GDP

Performance Chemicals

#1/2

1.0x –

1.5x

GDP

1.0x –

2.0x

GDP

Characteristics

•

Mineral extraction and processing businesses

•

Low cost position on global cost curve

•

Vertically integrated

•

High demand growth

•

Technology driven

•

Critical customer service

•

Ability to differentiate offering

•

Strong free cash flow

$1,094

$300

27%

$1,352

$337

25%

Source: Company information.

Note: USD in M.

(1)    Non-Gaap measure -

Adjusted EBITDA & EBITDA margin calculated before corporate overhead expenses. See our non-Gaap reconciliations for more detail.

(2)

Non-Gaap

measure

--

ROC’s

Lithium

and

Surface

Treatment

2014

data

is

based

on

unaudited,

preliminary

indicative

data.

ROC

Adjusted

EBITDA

is

defined

as

per

ROC’s

historical filings. See Non-GAAP reconciliations for more detail.

Lithium and Bromine Fit Accelerates Synergy Capture

Low Cost Sourcing and Processing

•

Best sourcing and most diverse locations in the world due to long term reserves and highest concentration levels

•

Chile, Australia, Nevada and Arkansas for lithium

•

Arkansas and the Dead Sea for Bromine

•

Chile, Nevada, Arkansas and the Dead Sea all extracted from brine

Value-Added Derivatization

•

Lithium converted into products used in electronic chemicals, pharma, energy storage, plastics, rubber, etc.

•

Bromine

converted

into

products

used

in

electronics,

automotive,

oilfield,

mercury

control,

agriculture,

pharma,

etc.

•

Process and product technology leadership with in-house R&D

Global End Market Overlap

Rockwood

Albemarle

Consumer

Electronics

•

Flame Retardants

•

Custom Organic Chemicals*

•

High Purity Metal Organics for

LED applications

•

Batteries

•

High Purity Metal Organics

•

Batteries

•

Lubricants

•

Greases

•

Flame Retardants

•

Metal Treatment

•

Synthetic Elastomers

•

Polyolefins

•

Polyolefins and Synthetic

Elastomers

•

Bromobutyl rubber for use in

tires and Engineered Plastics

Automotive

Polymers

Agriculture,

Pharma

•

Lithium Active Ingredient in

Pharma

•

Custom and Generic Active* and

intermediate Pharmaceutical and

Ag Ingredients

•

Organometallics

•

Organo lithium in pharma

and Ag

•

Custom manufacturing*

6

*Businesses to be impacted by the announced proposed divestures

New Organizational Structure

7

New structure allows for focus on strong EBITDA growth

and cash generation as well as capturing synergies

Performance

Chemicals

Catalyst 

Solutions

Chemetall

Surface

Treatment

Lithium

Performance

Chemicals

Refining

Solutions

Chemetall

Surface

Treatment

Legacy ALB and ROC Structure

New Structure Effective 1Q2015

Legacy ALB

Legacy ROC

Represents businesses to be divested

*

FCS

–

Fine

Chemistry

Services

**

Bromine

–

includes

Brominated

FR,

non-FR

brominated

derivatives,

and

curatives

Reporting

to include

lithium and

bromine

details

Divest Non-core Assets to Focus on Core Growth

8

Allows for focus and resources on our core businesses to accelerate growth

•

The three businesses in aggregate,

generated  revenue in the range of

$550 million and adjusted EBITDA in

the range of $100 million for 2014

•

All are solid businesses, but do not

factor into long-term growth plans

•

Goal is to complete the divestitures

by end of 2015

•

Proceeds from the sale to be used

for debt reduction

Minerals

Fine

Chemistry

Services

Metal

Sulfide

•

Robust

&

differentiated

portfolio

of

mineral

flame

retardants

–

products

used

in

wire

and

cable,

electronic

and

electrical

components

and

non-FRs

product

used

in

building

materials,

mass

transportation,

paints

&

varnishes,

&

paper

with

organic

binder

»

Revenue:

~$250 million

»

EBITDA Margins:

~10%

•

Custom synthesis manufacturing of pharma products,

agricultural actives and intermediates, agrichemicals,

oil base lubricants & specialty chemicals industries.

»

Revenue:

~$200 million

»

EBITDA Margins:

upper 20%

•

Full service supplier of both natural and synthetic metal

sulfide. Metal sulfides find application in the friction,

abrasive, lubricant and other industries.

»

Revenue:

~$100 million

»

EBITDA Margins:

high teens

Integration Update

9

•

Achieved $30 million of annualized synergies on Day 1 and on track to achieve $50 million by

the end of year 1 with the remaining $50 million by the end of year 2

•

Announced new organizational structure that will drive efficiency and effectiveness under a

three GBU structure –

Refining Solutions, Performance Chemicals, and Chemetall Surface

Treatment

•

Joint integration teams with members from both companies driving

synergies and joint

operations

»

Functional

–

real

estate,

logistics,

supply

chain,

finance,

shared

services,

tax,

IT,

legal

»

Cross-functional

–

Day

1

readiness,

communications,

organizational

design

•

Building on best practices from both companies

•

Team is focused/dedicated full time to deliver synergies in the following areas:

»

Reduce

Costs

–

corporate

costs

($35M),

asset

consolidations

and

manufacturing

best

practices

($20M),

non-raw

material

sourcing ($35M), and shared services centers and organizational structure efficiencies ($10M)

»

Accelerate

Growth

–

leverage

R&D

capabilities,

new

product

development,

cross-selling

opportunities

Full Year 2015 Outlook

10

Division

Initial

Outlook

Performance Drivers

Refining Solutions

Heavy Oil Upgrading

•

Volume growth on increased transportation fuel demand

Clean Fuel Technologies

•

Flat to down on timing and product mix with  a potential for costs

of crudes and/or extension of change-outs impacting results

Performance Chemicals

Bromine

•

Down overall as drop in crude prices are driving down drilling

completion fluids volumes and increased absorption costs

•

Flame Retardants continue to see pricing pressure with modest

volume growth in servers and automotive electronics offsetting TV

and PC softness –

a mix shift to lower margin products

Lithium

•

Meaningful yoy growth driven by combination of full year Talison

earnings and strong demand for battery grade lithium

•

Outlook for lithium-ion batteries within consumer devices remains

the primary driver

Organometallics

•

Solid growth and increased demand expected to offset soft pricing

from industry overcapacity

Surface Treatment

Surface Treatment

•

Solid underlying market growth in most segments, product mix

improvement, and positive price improvement

Total Company

•

Year over year F/X impact ~$200M on Revenue; $40M to $50M on

EBITDA

•

Revenue $3.7b to $4.0b –

up 2-7% -

ex F/X

•

Adjusted EBITDA $875M to $965M –

up 1-10% ex F/X

•

Free Cash Flow $100M to $200M

•

Adjusted EPS $3.15 to $3.70

Better

than 2014

Worse

than 2014

Similar

to 2014

11

2015  Adjusted EBITDA Outlook

•

The original 2015 forecast was completed in July 2014 and

pre-oil price decline

•

Short-term impact of oil and foreign exchange negatively

impacting free cash flow for 2015

»

Currency impact accounting for $40 -

$50 million

»

Business outlook driving $70 –

$150 million of EBITDA decline

~$70M related to bromine notably Flame Retardants

and drilling fluids

~$20M related to Refining Catalyst mix and delayed

CFT change outs

~$20M related to FCS

~$10M impact related to butyllithium decline and

weak pricing on potash

»

~$25M from a JV Reporting Adjustment. ALB to account for JV

income using net income as opposed to EBITDA, as was ROC’s

method

•

Core growth in next 3-5 years driven by:

»

Refining Solutions -

1x -

2x GDP

»

Performance Chemicals –

1x –

2x GDP

»

Surface Treatment -

1x -

2x GDP

Adjusted EBITDA*

* Adjusted EBITDA 2015 Outlook does not account for any divestitures

12

2015  FCF Outlook

* FCF does not account for any divestitures. FCF defined as net cash from operations add back pension and post-retirement contributions and subtract capital expenditures

$450M -

$550M

$40M -

$50M

$70M -

$150M

$600M -

$900M

Free Cash Flow*

Working Capital

Upside

Opportunity to

Further Improve

FCF

•

2015 FCF Key Assumptions and Impacts:

»

Tax rate of ~25%

»

Interest Expense ~$145 million

»

CAPEX less than 6% of revenue

»

One time costs ~$200 million associated with acquisition and

integration costs

»

One time tax payment ~$150 million for repatriation of foreign

cash

•

Expect to achieve Net-Debt-to-Adjusted EBITDA leverage of          

2x –

2.5x by 2017

»

Q1 2015  leverage ratio ~4x

»

By year-end 2015 leverage ratio ~3.7x

•

FCF is expected to rebound in 2016 as one time costs in

2015 will not be repeated

»

Confident in the $600 -

$900 million in annual FCF in the next 3

-5 years

Strong Leadership with Substantial Industry Experience

D. Michael Wilson

Senior Vice President &

President of Performance Chemicals

Luther C. “Luke”

Kissam

President

& Chief Executive Officer

Joris Merckx

President,

Chemetall Surface Treatment

Karen G. Narwold

Senior Vice President,

General Counsel, Corporate &

Government Affairs, Corporate

Secretary

Susan Kelliher

Senior Vice President,

Human Resources &

Chief People Officer

Silvio Ghyoot

President,

Refining Solutions

Scott A. Tozier

Senior Vice President &

Chief Financial Officer

Matthew K. Juneau

Senior Vice President, Corporate

Strategy & Investor Relations

13

Appendix

14

*

*

Catalyst Solutions Overview

15

Growth Drivers

•

Rising fuel consumption

•

More stringent air quality mandates

•

Investments in conversion capacity

•

Infrastructure spending

•

Growing middle class wealth

•

Prospective PE/PP capacity additions in North

America

Principal Competitors 

•

FCC:  W.R. Grace, BASF

•

HPC:  Criterion Catalysts, Haldor Topsoe,

Advanced Refining Technologies   

•

Polymer Catalysts:  AkzoNobel, Chemtura

•

Electronic  Materials:  AkzoNobel, Dow

Chemicals, SAFC Hitech

Customers

•

FCC:  Global oil refiners (e.g. Exxon Mobil,

Shell)

•

HPC:  Global oil refiners 

•

Polymer Catalysts:  Global PE / PP mfrs (e.g.

Dow Chemicals)

•

Electronic Materials: LG, Samsung, among

others

2014 Financial Summary*

Sales:

$1.1B

Adjusted EBITDA:

$300M

Adjusted EBITDA Margin :

27%

* Adjusted EBITDA and Adjusted EBITDA Margins are Non-GAAP measures. See Non-GAAP reconciliations for more detail

Segment

Market

Position

FCC Catalysts

2

Max Propylene

1

Resid

2

Distillates

1

Vacuum Gas Oil

2

Reactivation Technology

1

Organometallics

1

MAO

1

Custom Single Site

Catalysts /Metallocenes

1

Market Position

16

Clean Fuels

Technologies

Heavy Oil

Upgrading

Performance

Catalyst

Solutions

Core Strengths

•

Deep customer understanding

•

Heavy investment in R&D

•

Global footprint

•

Unparalleled network of

partnerships and alliances

•

Breath and depth of talent

We are leaders in our core segments

Global Catalyst Market –

Our View

We provide refinery and polymer catalyst solutions where we are competitively

advantaged based on our technology or cost position

SSC PP

17

Catalyst Solutions Throughout the Refinery

18

Heavy Oil Upgrading (FCC)

Clean Fuels Technologies (HPC)

Albemarle provides the global refining industry with a wide range of catalyst solutions

to convert crude oil into high value finished products

Performance Chemicals Overview

Growth Drivers

•

Energy demand & increased deep water drilling

driving completion fluids

•

Clean air regulations bolstering mercury control

•

Demand for process R&D and rapid

commercialization services

•

Surging data traffic requiring high-end servers

•

Automotive electronics driving growth

•

Prospect of fire safety standards in Brazil, Russia,

India and China

Principal Competitors 

•

FRs & Br Derivatives: Israel Chemicals Ltd &

Chemtura

•

Mineral FRs: Nabaltec, J.M. Huber, Kyowa

Chemical

•

Fine Chemistry Services: Sigma Aldrich, Lonza,

BASF, Clariant

•

Curatives: Lonza and Johnson Fine Chemicals

Customers

•

Drilling and oil service, agriculture, pharmaceutical

and water treatment companies

•

Engineering plastics and resin manufacturers;

plastic compounders; suppliers and distributors

19

2014 Financial Summary*

Sales:

$1.4B

Adjusted EBITDA:

$337M

Adjusted EBITDA Margin :

25%

* Adjusted EBITDA and Adjusted EBITDA Margins are Non-GAAP measures. See Non-GAAP reconciliations for more detail

Strong Core of Bromine & Derivatives with High Value

20

Gross Profit from Bromine-based Products

Relative Contribution/Kg Bromine Utilized

(2013)

Diverse Bromine and Bromine

Derivatives Offering

Delivering Attractive High

Value Margins

Competitive

Noncompetitive

2014 Global Capacity

ALB & ICL

ALB & CHMT

Closed in 2006

Closed UK plant in 2003. Closed France plant in 2005.

Leading Bromine Sourcing Position

21

Only producer with access to the two best sources of bromine

(ppm)

Well-positioned to Capitalize on New Demand for FRs

22

Best product portfolio for widest range of electrical and electronic applications across all markets

*FY14 financial results based on unaudited, preliminary indicative data. The Adjusted EBITDA is defined as per Rockwood’s historical filings. See Non-GAAP reconciliations for more detail

**Lithium Salts (Lithium Carbonate, Lithium Hydroxide, and Potash)

Source: Rockwood Lithium estimates and market surveys from BCG, Bloomberg, Avicenne, Roland Berger, Pike Research, Frauenhofer IST, Deutsche Bank Research, McKinsey, CTI,

Anderman, JD Powers

Lithium Is Positioned to Benefit From Growth

23

Growth Drivers

•

Energy storage market

•

Adoption of non-conventional transportation vehicles

•

Growth for conventional end markets including

pharmaceutical, agrochemicals, rubber, greases,

building products, and other applications

Principal Competitors 

•

Highly concentrated industry; top three

participants comprise majority of the market

•

High barriers to entry for startup projects

•

Principal Participants:

•

Sociedad Quimica y Minera de Chile

S.A. (SQM)

•

FMC Corporation

•

Tianqi

Customers

•

Syngenta

•

Umicore

•

Samsung

•

Panasonic

•

Royal DSM

2014 Financial Summary*

Sales:

$474M

Adjusted EBITDA:

$199M

Adjusted EBITDA Margin :

42%

**

Key Upstream & Downstream Products & Applications

24

Source: Rockwood Lithium estimates and market surveys from BCG, Bloomberg, Avicenne, Roland Berger, Pike Research, Frauenhofer IST, Deutsche Bank Research,

McKinsey, CTI, Anderman, JD Powers

Potential Lithium Demand Delivers Significant Upside

Albemarle expects to capture 50% of Lithium growth

25

Chemetall Surface Treatment Grows With Innovation,

Service and Global Reach

26

Growth Drivers

Competitive Landscape

•

Highly concentrated industry; top four participants

comprise majority of the market

•

Principal Players:

•

Henkel AG & Co.

•

PPG Industries, Inc.

•

Nippon Paint Co., Ltd

•

Nihon Parkerizing Co., Ltd.

*FY14 financial results based on unaudited, preliminary indicative data. The Adjusted EBITDA is defined as per Rockwood’s historical filings. See Non-GAAP reconciliations for more detail

Source: Company information

2014 Financial Summary*

Sales:

$940M

Adjusted EBITDA:

$220M

Adjusted EBITDA Margin :

23%

•

Growth in aerospace, automotive, and general

industries

•

Differentiated service and innovation

•

Expanded value chain at existing customers and

continued market share acquisition for new

customers

•

Global expansion organically and through bolt-on

acquisitions

Principal

Customers

•

Daimler AG

•

ArcelorMittal

•

Volkswagen AG

•

European Aeronautic Defense & Space Company

(EADS) NV

•

Ford

•

Renault-Nissan

Market Share by Segment

Estimated

Total Market

Chemetall Net

•

Automotive

$ 800 million

$ 136 million

•

Auto Components

$ 250 million

$   69 million

•

Wheels

$   85 million

$   20 million

•

Can

$   85 million

$     2 million

•

Metal Working

$ 650 million

$   58 million

•

Aluminum Finishing

$ 250 million

$   17 million

Source: Company 2013 estimates

2013

2007

•

#2 provider globally of surface treatment

products and services

•

The only global supplier of surface treatment

solutions with 100% focus

•

Favorable industry structure

•

Market leading positions in niche markets

•

Diversified portfolio for a variety of markets

Focused Approach Enabled Chemetall Surface Treatment to Grow

27

Estimated Market Share

Sales

28

Non-GAAP Reconciliations

Appendix

29

*

*

EBITDA

supplemental

-

Legacy

ALB

30

($ in thousands)

Performance

Chemicals

Catalyst

Solutions

Corporate

& Other

Consolidated

Year ended December 31, 2014:

Operating profit

$

306,616

$

224,407

$

(259,725)

$

271,298

Depreciation and amortization

48,233

49,622

2,552

100,407

Other expenses, net

—

—

(16,761)

(16,761)

Special items (excluding special items associated with interest expense)

—

—

73,597

73,597

Non-operating pension and OPEB items

—

—

125,462

125,462

Equity in net income of unconsolidated investments

10,068

25,674

—

35,742

Net income attributable to noncontrolling interests

(27,590)

—

—

(27,590)

Adjusted EBITDA by operating segment

$

337,327

$

299,703

$

(74,875)

$

562,155

Year ended December 31, 2013:

Operating profit

$

334,275

$

194,322

$

48,078

$

576,675

Depreciation and amortization

43,472

49,656

2,188

95,316

Other expenses, net

—

—

(6,674)

(6,674)

Special items (excluding special items associated with interest expense)

—

—

33,361

33,361

Non-operating pension and OPEB items

—

—

(146,193)

(146,193)

Equity in net income of unconsolidated investments

8,875

22,854

—

31,729

Net income attributable to noncontrolling interests

(26,663)

—

—

(26,663)

Adjusted EBITDA by operating segment

$

359,959

$

266,832

$

(69,240)

$

557,551

See

above

for

a

reconciliation

of

adjusted

EBITDA

by

operating

segment,

the

non-GAAP

financial

measure,

to

Operating

(loss)

profit,

the

most

directly

comparable

financial

measure

calculated

and

reporting

in

accordance

with

GAAP.

Adjusted

EBITDA

by

operating

segment

is

defined

as

Operating

(loss)

profit,

excluding

depreciation

and

amortization,

and

adjusted

for

special

and

non-operating

pension

and

OPEB

items

as

listed

above,

plus

Equity

in

net

income

(loss)

of

unconsolidated

investments,

less

Net

income

attributable

to

noncontrolling

interests.

Adjusted

EBITDA

for

the

Corporate

&

other

segment

also

includes

Other

expenses,

net

EBITDA –

Legacy Rockwood

31

Surface

($ in millions)

Lithium

Treatment

Twelve months ended December 31, 2014

Income (loss) from continuing operations before taxes

130.7

$               

154.4

$              

Interest (income) expense, net

(1.9)

11.8

Depreciation and amortization

46.6

35.1

Restructuring and other severance costs

3.9

1)

7.4

Equity investment adjustments

21.9

4.3

Systems/organization establishment expenses

2.8

3)

2.5

Acquisition and disposal costs

0.1

1.6

Asset write-downs and other

2.3

7)

0.2

Foreign exchange (gain) loss on financing activities, net

(7.5)

1.6

Other

0.1

0.6

Adjusted EBITDA from continuing operations

199.0

219.5

Discontinued operations

-

-

Total Adjusted EBITDA

199.0

$               

219.5

$              

Surface

($ in millions)

Lithium

Treatment

Twelve months ended December 31, 2013

Income (loss) from continuing operations before taxes

114.5

$               

150.9

$              

Interest expense, net

1.6

12.2

Depreciation and amortization

46.0

35.2

Restructuring and other severance costs

8.2

1)

6.0

Systems/organization establishment expenses

1.1

4)

1.0

Acquisition and disposal costs

0.1

2.8

Loss on early extinguishment/modification of debt

2.2

3.2

Asset write-downs and other

4.0

8)

0.1

Gain on previously held equity investment

-

(16.0)

Foreign exchange loss on financing activities, net

4.1

1.2

Other

-

1.3

Adjusted EBITDA from continuing operations

181.8

197.9

Discontinued operations

-

-

Total Adjusted EBITDA

181.8

$               

197.9

$              

32

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*

*