EX-99.1 2 d869988dex991.htm 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

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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 $

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