Lorin Crenshaw – Vice President of Investor Relations and Treasurer Luther C. Kissam – Chief Executive Officer, President and Director Scott A. Tozier – Chief Financial Officer, Chief Risk Officer and Senior Vice President D. Michael Wilson – Senior Vice President and President of Catalyst Solutions Matthew K.

Juneau – Senior Vice President and President of Performance Chemicals.

Robert Koort – Goldman Sachs David Begleiter – Deutsche Bank Kevin McCarthy – Bank of America Dmitry Silversteyn – Longbow Research Mike Sison – KeyBanc Capital Markets Laurence Alexander – Jefferies James Sheehan – SunTrust Chris Kapsch – Topeka Capital Markets Tyler Frank – Robert Baird.

Good day, ladies and gentlemen, and welcome to the Third Quarter 2014 Albemarle Corporation Earnings Conference Call. My name is Jateena, and I'll be your coordinator for today. (Operator Instructions) As a reminder, this conference is being recorded for replay purposes. I would now like to turn the presentation over to your host for today’s call, Mr.

Lorin Crenshaw, Vice President, Treasurer and Investor Relations. Please proceed..

Thank you, Frances, and welcome, everyone, to Albemarle's Third Quarter 2014 Earnings Conference Call. Our earnings released after the close of the market yesterday, and you'll find our press release, earnings presentation and non-GAAP reconciliations posted on our website under the Investors section at albemarle.com.

Joining me on the call today are Luke Kissam, Chief Executive Officer; Scott Tozier, Chief Financial Officer; Matt Juneau, President, Performance Chemicals; and Michael Wilson, President, Catalyst Solutions.

As an initial matter, I would like to note that our discussion today will include statements regarding the proposed merger between Albemarle Corporation and Rockwood Holdings.

Certain statements regarding this transaction as well as certain statements related to Albemarle's plans, strategy and expectations regarding the future performance of the company may constitute forward-looking statements within the meaning of federal securities laws.

Please note the cautionary language about our forward-looking statements contained in our filings with the SEC, including those related to the transaction. That same language applies to the statements today. Please note that our comments today regarding our financial results exclude discontinued operations, special and non-operating items.

Reconciliations related to any non-GAAP financial measures discussed may be found in our press release or earnings presentation, which are posted on our website. You should also know that this discussion does not constitute an offer to sell or solicitation of an offer to buy any securities or solicitation of any vote or approval.

Our filings with the SEC related to the transaction contain important information the proposed transaction. Stockholders and investors should review those filings carefully. They can be obtained free of charge from the SEC’s website, from our Investor Relations website or by calling our Investor Relations Department at 225-388-7322.

With that, I'll turn the call over to Luke..

Thanks, Lorin, and good morning, everybody. I’ll start with some comments on the quarter, Scott will review the performance of our business segments and financial results, before providing perspective on our outlook for the rest of the year. I’ll end by providing an update on the Rockwood transaction.

At the end of our prepared remarks, Matt and Michael would join us to address your questions. Third quarter results exceeded our expectations heading into the quarter, with earnings per share $1.14, up 5% year-over-year and up 4% sequentially. Net sales of $642 million also showed solid growth, 9% year-over-year and up 6% sequentially.

EBITDA was $145 million and EBITDA margins were 23%. All in all, this was a very good quarter. Scott will go into the details, but our performance was primarily driven by Catalyst Solutions, which has a great year so far with 27% segment income growth through the first nine months versus the comparable period of 2013.

Third quarter Catalyst results reflected solid refinery and polyolefin catalysts volume growth year-over-year and positive refinery catalyst pricing.

Our catalysts team delivered these results while safely and successfully brining on line additional capacity at our Bayport FCC plant which is a credit to the focus of each of the employees involved as they executed plant turnaround without missing a beat.

To date, this expansion which was necessary to meet the projected demand of our existing customers is reducing own spec TOPAZ catalysts at expected operational rates. Catalyst performance offset weaker-than-expected results within Performance Chemicals.

Performance Chemicals’ profits declined year-over-year on lower Fire Safety Solutions pricing and operational issues at some of our bromine units which led to higher manufacturing costs. These headwinds were partially offset by better pricing in specialty chemicals and higher volumes across the GBU.

Heading into November, these operational issues appear to be behind us. As we announced during the quarter Albemarle and Israel Chemicals agreed to establish a manufacturing joint venture for a bromine based polymeric flame retardant to replace HBCD in the construction end markets. HBCD is being phased out in the European Union and other countries.

The joint venture will own two plants, one in the Netherlands which is already in operation and producing commercial volumes and one in Israel which is scheduled to come on line within the next few months. The transaction is subject to certain closing conditions, including regulatory approval, but is expected to close in 2015.

This venture represents the most cost effective and timely means for us to bring our GreenCrest product to the market. We were also pleased to close the previously announced sale of our antioxidant, ibuprofen and propofol businesses to SI Group in the third quarter and received the associated cash proceeds from the sale.

The divestiture improves our overall company margins, tightens our focus and places these assets into the hands of a company with a more strategic focus in those end markets. With that, I’ll turn the call over to Scott, to discuss our business results and outlook. .

Thanks, Luke. I’m pleased to report that the third quarter came in better than we expected. Those results increase our confidence that we will deliver annual earnings growth well in that (7:40) 2% to 7% range that we shared in January.

Overall, third quarter net sales rose 9% year-over-year to $642 million and we delivered segment income of $140 million, up 3% and segment margins of 22%. Three special items impacted our results this quarter. First, we had acquisition and financial costs related to the Rockwood transaction of approximately $11 million after tax or $0.14 per share.

We also had a $0.01 per share expense related to non-operating pension and OPEB items, offset by a $0.02 per share tax-related gain. In addition, we reported $6.7 million after tax or $0.08 per share in losses related to discontinued operations.

These items led to a loss of approximately $0.21 per share, which added back to our reported EPS of $0.93 gets you to our adjusted EPS of $1.14 for the period. Now, let me turn to the business details. Catalyst delivered an outstanding quarter with net sales of $278 million, up 23% year-over-year.

Segment income was $60 million, up 18%, and segment margins of 22%.

As we discussed in July, margins were negatively impacted year-over-year and sequentially by lower production rates in Bayport during our previously announced turnaround and initial sales of AlkyClean, a solid asset, alkylation catalyst designed to increase the refineries octane yield.

If I adjust for these two items, segment margin would have been around 25%. With Refinery Catalyst Solutions, higher FCC and CFT pricing and higher CFT volumes year-over-year have a favorable impact on the quarter. CFT volumes were up double digits even without the benefit of the AlkyClean orders.

As a result, Refinery Catalyst Solutions achieved another quarter of double-digit sales and profit growth year-over-year. Performance Catalysts Solutions delivered a second consecutive quarter of solid growth.

Volumes and profits were up double digits year-over-year on growth and demand for polyolefin catalyst components and good traction within finished catalysts from both the volume and new product standpoint.

Performance Chemicals reported third quarter net sales of $365 million, flat year-over-year and segment income of $80 million, down 7% and segment margins of 22%. These results reflected Fine Chemistry Services and Specialty Chemical profit growth offset by lower Fire Safety Solutions profits.

Fine Chemistry Services reported its highest profit quarter of the year largely driven by exceptional volumes within the pharmaceutical end market in particular where we able to move quickly accommodate a particularly large order and several other small orders this quarter.

We were able to respond to these opportunities due to the flexibility and quality of our manufacturing assets and our ability to quickly move products to market.

It is noteworthy that this division delivered excellent quarterly profit margins despite the headwind of not being able to recognize approximately $3 million of profit on the shipment to SIGA Technologies, a custom pharmaceuticals customer that filed for bankruptcy during the quarter.

These orders helped in filling the gap we had from the contract loss that we discussed in the second quarter. Specialty Chemicals reported strong volume and profit growth year-over-year. Results were driven by strong methobromide volumes and continued strong curatives results.

Clear Completion Fluids demand improved where the customer specific inventory management issues reflect last quarter subsided, resulting in a sharp improvement in sequential volume and profit levels.

Within First Safety Solutions, revenue was lower and profits were down double digits year-over-year, reflecting weaker pricing across the bulk of our brominated flame-retardant portfolio, less favorable mix and operational issues at some of our units which led to higher manufacturing costs.

As Luke noted earlier, the operational issues are now behind us. Brominated flame-retardant volumes in the quarter were up year-over-year and we expect full year volumes to rise in the low-to-mid single digit range.

In addition, as we have said all year, our order book trends continue to indicate a gradual mix shift in our electronics portfolio toward servers, automotive electronics and other growing digital applications with a corresponding decline in exposure to the slower growing PC and TV enclosure end markets.

If we look at our total bromine portfolio across the Fire Safety Solutions and Specialty Chemicals division, we actually saw volume growth of 8% year-over-year, revenue growth of 3% and margins north of 30%.

We would also expect to see a continuation of the trend toward less bromine being used in flame-retardant applications as other applications continue to grow faster. Moving on to a few P&L items, SG&A expenses were $66 million during the quarter and R&D expense ended the quarter at $22 million, both in line with expectations.

Year-to-date free cash flow, defined as cash flow from operations adding that pension contributions and subtracting capital expenditures was a $112 million for the quarter and has risen over 80% versus the year-ago period driven by the continued in working capital and lower CapEx spend.

As previously announced, our goal is to permanently reduce working capital by at least $100 million by the end of 2015 as part of a broader supply chain transformation initiative.

We continue to make excellent progress and we actually hit our goal this quarter, net working capital was down to 23.7% of revenue which represents $105 million of cash savings from year-end 2013.

With our major bromine and catalyst related growth projects behind us, we continue to benefit from lower CapEx this year and are tracking toward $100 million to $120 million, in line with our prior full-year guidance. For the third quarter 2014, CapEx was $30 million and totaled $77 million year to date.

This represents over a 40% decline versus the comparable period of 2013. We saw a 27% sequential increase in our cash balances to $653 million, reflecting the combination of the receipt of the proceeds from the sale of our antioxidant, ibuprofen and propofol businesses and lower working capital.

As a result, net debt, excluding non-guaranteed JV debt, ended the period at $393 million, or just 0.7 times EBTIDA as we continue to position ourselves to fund the upcoming Rockwood acquisition. Our effective tax rate, excluding special items, non-operating pension and OPEB items, for the quarter was 18.9%, down 360 basis points year-over-year.

At this time, with the same exclusions, we expect our full-year rate to be 21.7% driven by the favorable mix of income in lower tax jurisdictions. I’d like to close my remarks with our outlook for the balance of the year.

Catalyst Solutions is tracking nicely toward our target of year-over-year double digit segment income growth with a good balance in both volume and pricing gains contributing to that growth. Performance Catalyst Solutions is performing in line with expectations with top line volume growth, offset by higher costs and tough market dynamics.

The Refinery Catalyst Solutions division has been the largest contributor to growth. Heavy oil upgrading is benefitting from continued strong demand globally for our FCC catalysts designed to handle heavy resin-based feedstocks and maximize propylene yield. We are also benefitting from our previously announced price increase.

Similarly, Clean Fuel Technologies is on track to deliver strong double digit profit growth for the year, despite relatively flat annual volumes driven by favorable mix.

Overall, our outlook for Catalyst Solutions still calls for fourth quarter segment income near second quarter levels which would result in double digit earnings growth for the full year.

Turning to Performance Chemicals, in terms of brominated flame-retardants our assessment of the market and our order book trends continue to lead us to assume as we have all year that while volume trends continue to stabilize in most applications, pricing remains relatively soft and we don’t expect absolute growth in earnings or volumes year-over-year.

The Fine Chemistry Services division is working hard to replace the major contract that was lost during the second quarter in time to impact 2015 and made progress toward that goal during the third quarter. Overall, we continue to expect segment income from Performance Chemicals to come in below 2013 levels as we indicated on our July earnings call.

Given the moving parts and normally weaker fourth quarter in flame retardants, we expect Q4 income to be flat for this business versus 2013.

As we enroll all of the various factors up by business and account for the excellent third quarter results, we are confident in our ability to deliver earnings growth for the full year, that is well within the range that we share in January. And with that, I’ll turn the call back over to Luke. .

Thanks, Scott. Let me take a few minutes to update you on the Rockwood transaction. First of all, with each interaction with the leadership teams of the two Rockwood businesses, I grow increasingly excited about the growth opportunities ahead for our combined company.

As you know, Albemarle has been pursuing an entry into the lithium market for some time. It is clear from the S-4 disclosures that both the Rockwood and Albemarle boards have recognized the strategic fit of our two companies and the value of a possible combination for over two years. Let me give you a little more color as to why.

From an operational standpoint, Albemarle starts with brine produces bromine and derivatizes that bromine into higher value bromine salts and organic bromine derivatives like flame retardants. Similarly, Rockwood with the ore or brine to produce lithium salts, including lithium carbonate and lithium hydroxide.

We expect cost savings and efficiencies by sharing technology and knowhow related to these processes. In addition, both companies have expertise in handling metal alkyls which are highly flammable pyrophoric materials.

Albemarle is a leader in aluminum alkylage used in polyolefin production and Rockwood is a leader in lithium alkyls used in among markets synthetic rubber production. There is a tremendous amount of knowhow and expertise in the production, packaging, shipping and container fleet management of alkyls.

And we are confident that sharing that knowhow will present opportunities for significant supply chain and manufacturing efficiencies.

From a customer standpoint, lithium and bromine derivatives overlap in serving a number of global end markets, including consumer electronics, automotive, polymers, Ag and pharmaceuticals, and the combination will provide increased customer reach and access.

Likewise, Albemarle’s aluminum alkyls and Rockwood lithium alkyls serve both the polyolefin and synthetic rubber markets. Having one company, they can provide both lithium and aluminum alkyls for production of different polymer types, should result in increased selling opportunities for the combined entity.

Ultimately, by bringing these businesses together, we will be able to provide customers with a broader set of value added solutions in a more efficient manner. That should drive revenue and profit growth as well as margin expansion. None of these types of synergies are included within our previously announced synergy target.

Obviously, these benefits cannot be achieved without first successfully integrating our two organizations. Since we announced the acquisition, our integration team has been hard at work preparing to combine our two companies and developing detailed plans to capture the $100 million in cost synergies we identified.

Overall, I am more confident today in our ability to deliver these synergies within that two year time horizon. I am also more confident that we can obtain these synergies without negatively impacting how Rockwood goes to market and serves its customers.

Our integration team which includes members from both companies has been meeting regularly with a focus on being ready for day one opportunities and planning for realization of synergies. They have identified concrete plans that give us a clear path to achievement of the $100 million in synergies within the first two years.

We expect about half of the synergies to result from the elimination of duplicate overhead and back office costs, the remainder will come from leveraging our increased scale to lower sourcing costs, asset and site consolidations, implementing the best practices of both companies across the whole and a more streamlined organizational structure with fewer layers of management.

We expect to realize at least $30 million of synergies on day one and at least, $50 million in the first year. Let me give you a bit more detail on the sources of above and beyond duplicative costs.

The first opportunity will come from improving the manufacturing operations, primarily by applying best practices and our increased purchasing power to reduce spending in areas such as maintenance, storage and other services.

The second opportunity includes several major initiatives to realize significant savings through better supply chain management, leveraging the new scale of the business to our advantage.

We believe the largest savings will come from redesigning our distribution network, leveraging the same suppler contracts for different materials, warehouses, transportation and services and expanding centralized purchasing of raw materials and services.

The third opportunity comes from site consolidations around the world where we have duplicative sales offices and facilities. While we are still working through the diligence process of all facilities, Rockwood and Albemarle have a number of sites within a very close proximity of each other.

And we have a team reviewing possible opportunities within the plant manufacturing units as well. The fourth major opportunity includes IT rationalization of wide and local area networks, applications and infrastructure which will provide for further savings.

An additional medium term opportunity is using shared services to consolidate back office activities into Albemarle’s existing low cost, shared service centers and common platforms. As you can see, we’re focused on lower value, high cost activities that will not affect Rockwood’s customer service or market strategies.

From a regulatory perspective, things are moving forward as expected. In the United States, the Hartt-Scott-Rodino waiting period expired on September 8. We also recently received clearance from Turkey, Taiwan and Russia and clearance is currently expected from Korea before the shareholder meeting.

We expect unconditional clearance from the European Commission at the end of the phase one period on November 13. Finally, we are currently in pre-acceptance review with the Ministry of Commerce of the Peoples Republic of China.

We have had good engagement with the China regulatory authorities and do not anticipate any substantive antitrust problems to arise during the review. We expect to receive China clearance during the first quarter of 2015. In August, we successfully syndicated each component of the financing required to fund this transaction across our bank group.

In addition, although we were prepared with committed financing to close the deal without cash proceeds from the sale of Rockwood’s pigment business to Huntsman, we were pleased to see the October 1 close of that deal and receipt by Rockwood of the associated $950 million in cash proceeds.

With these milestones behind us and continued strong cash generation, we are well positioned financially to close this transaction as soon as shareholder and regulatory approvals are in hand.

In summation, the Albemarle businesses delivered strong third quarter results despite certain obstacles and we are right on track to achieve the full year 2014 earnings growth well within the 2% to 7% range that the forecasted in January. Integration planning is on track and I am seeing promising early results.

I am confident in our ability to achieve the $100 million of synergies within the first two years. I am excited about the long-term growth potential for the combined company and our potential to deliver more consistent and predictable earnings growth for our shareholders.

This combination creates a platform of businesses which will generate tremendous cash flow. We will use that cash to rapidly deleverage while continuing to invest in the businesses and return capital to shareholders to drive future returns.

The bottom line is that the combination of Albemarle and Rockwood is a tremendously compelling both from a strategic and financial perspective. We have great confidence in our ability to deliver significant value to shareholders over the long term, bringing these two companies together and I am looking forward to closing the deal as soon as possible.

With that, at this time, I’ll turn the call back over to Lorin for question and answers..

Operator, we’re ready to open the lines for Q&A. And I would just remind everyone to please limit your questions to two per person at one time, so everyone have the chance, then feel free to get back in the queue for follow-ons if time allows. Please proceed, operator..

Thank you. (Operator Instructions) Your first question comes from the line of Bob Koort representing Goldman Sachs. Please proceed..

Thanks. Good morning..

Hey, Bob..

Hey, Bob..

Luke, I was just wondering if you could talk a little bit about what you seen on oil price, in fact, on both your catalyst business and clear brine fluids business?.

Yes. I appreciate the question. From an oil standpoint, oil price standpoint, we really don’t see a impact on the catalyst business. The oil price, that catalyst demand is really driven more by transportation fuel demand and demand for plastics.

In the oil price, we haven’t seen and don’t expect it to have any significant impact on our catalyst business.

From a clear completion fluids business, I think you have to break it down whether it’s a – you’re just drilling a well in a new field, in an existing field, whether you are using a – extending an existing field or whether it’s a new brownfield project, there has been a lot of conversations, but, if you look at Halliburton, Baker Hughes, Schlumberger and the oil companies on the impact, I don’t think we’re expecting to see any short-term impact, but if oil stays down at that $80 or less barrel, I think you are going to see some of those projects longer term, start pulling back.

So we could see an impact not in the short term, but in the longer term, you need to see oil stay down this way for an extended period of time to have that impact, Bob..

And then my follow-up in the bromine flame retardant business, you talked about some volume improvement, and I guess our expectation is in a relatively narrow market as a competitive dynamic, maybe that should lead to some better pricing, but you continue to see weak price, and can you explain why that’s happening and if there is any opportunity maybe to see some stabilization there?.

Yes. I think year over year, we’re talking about price degradation. So we’ve seen price degradation year over year as we thought we would. Sequentially, I think we’ve seen some more price stabilization.

One of the big things that you’ve seen is in the transition from HBCD to the polymeric flame retardant that is underway and we’ve seen some real pricing pressure there both in the new product as well as in HBCD which makes up a lot of the year over year decline. And so, that’s what I’d say about that on a year-over-year basis.

But sequentially, it’s not as down as much.

And Matt, you want to add any further color to that?.

I think Luke has got it right, that’s the right message, Bob.

If you look at the HBCD situation, just expanding on that a little bit, remember that’s a construction organic product, it’s very dependent on Europe and as we are in this transition, there has been increasing pressure on HBCD as companies move to the polymeric, plus the weakening economy that we saw in the latter part of the quarters in Europe especially, had some additional impact.

On the other spaces in FR, honestly, we continue to see signs of stabilization and less sequential issues, we’re really comparing a year-over-year problem..

But, Bob, we are always looking for ways to drive value. So, we certainly look for opportunities on a product by product basis where we can move those prices..

Got it. Thank you very much..

Thank you..

Your next question comes from the line of David Begleiter representing Deutsche Bank. Please proceed..

Thank you. Good morning. .

Hey, Dave..

Hey, Dave..

Luke, very strong results in catalysts.

First, on the pricing and really on the FCC pricing, what types of realizations have you seen here and what’s potential for further FCC price increases going forward?.

I’ll turn it over to Michael to address those.

But, you remember we announced over a year ago that we were looking at a 10% price increase in FCC catalysts and we would – that would take about two to three years to implement given the way that the contracts roll and I think we’re right on track where we thought we would be with regard to pricing overall.

I mean, there is some pockets here and pockets there, but overall, we are right on track where we ought to be.

Michael?.

Yes. I think not to get too granular, as I look across the entire GBU and look at the price impact on revenue, prices have contributed sort of low single digit percentages to overall revenue growth for the year and so –.

Okay. .

Refinery catalyst, I mean, we’ve said all along there has been price pressure on the Performance Catalysts Solutions side particularly in polyolefin. or the products going into polyolefin. So, most of the benefit has been refinery catalyst..

Understood.

And on the volume growth in the quarter, which is a high water mark, how should that trend in Q4? And how much of that was initial – can you break down the 20% a little bit more granularly in terms of sustainability and one-off items?.

Yes. When you look at that, I mean, it’s really across both of our refinery and catalyst businesses, so both the Heavy Oil Upgrading or FCC business and Clean Fuels.

The biggest volume gain that we saw in the third quarter in terms of year-over-year comparisons was in the Clean Fuels Technologies and we did have a significant sale of a new product that we’ve talked about both on prior calls and in our opening comments here that benefited us.

But I think the better way to look at is to sort of take the whole year and I think about the forecast for the whole year on a volume basis and we’re going to see sort of across refinery and catalyst high-single digits of volume growth and that’ll be a little bit higher on the FCC side than the CFT side..

Thank you very much..

Your next question comes from the line of Vincent Andrews representing Morgan Stanley. Please proceed..

Thank you, and good morning everyone.

Could you just give us a sense on margins as we trend through 4Q and into 1Q, and I guess into the full your next year, what should the year-over-year progression in margins be? Have we seen the bottoming out, and we should start to see improvement, or what's the cadence going to look like?.

We’re just rolling up our annual operating plan. We are in the middle of that right now and it always rolls up, always get it back a little bit and get some cost out from the wish list and all that, but – so I don’t really have a feel for next year. I don’t see anything dropping off the fact of the earth.

I think you would kind of see similar types of margins on a full year run rate basis that we would see in the second half at a very, very high level for the Albemarle businesses.

But, with regard to the quarters, there’s always some lumpiness in the quarter, but I wouldn’t see a whole lot of change from third to fourth, it’s about where I would see it. .

Okay.

And just on foreign exchange, if we hold the existing rates constant, can you just give us a sense of the, with the pretty big move coming out of the third quarter, how should we be thinking about transactional and translational heading into 4Q and into next year?.

Yes. I’ll turn it over to Scott..

Yes. So, the two big foreign exchange exposures that we have are in the Euro and the Japanese Yen as we previously talked about. So – and both have had relatively high moves in the last month.

So, if I look at the fourth quarter, there is about – if I look at the Euro, there is probably about $1.5million of pressure on Op profit from the Euro and about $10 million in revenue, and from the Yen, it is probably about the same amount, $1.5 million of our profit and the same in revenue.

Normally, on a full year basis, the Euro is a bit more balanced and it just depends on the mix of what we’re shipping. So, the Euro will generally run about $1 million a year for a 1% move and the Yen is about the same. So, 1% move in the Yen rate will generate about $1 million. So depending what’s going on an annual basis..

Okay. Thanks so much. I’ll pass it along..

Your next question comes from the line of Kevin McCarthy, representing Bank of America. Please proceed..

Yes. Good morning..

Hey.

Luke, if we rewind to your last call in late July, I think you had sent somewhat more cautious signals referencing the customer order that you lost in Asia in Performance Chemicals and so forth and I know the results are coming in quite a bit better than expected.

So, at a very high level, can you just kind of walk us through maybe the two or three most important variances and which particular businesses trended better than you might have expected a few months ago?.

Yes. So, if we look back as we said on the call, catalysts outperformed a little bit, better than we expected particularly in Performance Catalysts Solutions where we saw higher profitability than we expected.

The big – the other two big changes what I would say was, in July, we did not have a feel for the – that big order that we lost in the custom services business, and we said it was about $15 million over the second half of the year. So we were looking at that as a gap..

Right..

I think it’s in Scott’s comments we were able – had some – do a lot of hard work, there was some sales that we were able to fill our assets with and that’s a real tribute to those employees and the flexibility of those assets, but they were opportunistic and they are one time, so they got to do it again.

And so we feel that that was a big mover and then we had some methyl bromide that we talked about that was hard than we expected that we didn’t expect in July that came through. So, those are the big buckets right there. Big month of bromide sales and good working custom services and then tax helped us as well..

That’s helpful.

As a second question, your tax rate is coming down appreciably this year, you referenced 21.7%, what are your thoughts on how that might trend in 2015 for legacy Albemarle and if you were to layer in the Rockwood business, how might that affect 2015 rate as well?.

Yes. I’m going to give that to Scott. What I think though I – we’re going to really work really hard, not to say legacy Albemarle and the new Rockwood businesses, it’s grow – when we close the sucker we’re going to all be one company. So, we’re going to – he’ll talk to you about what it will be as standalone and together.

Okay, Kevin, is that fair?.

Yes, I’ll buy that. Yes..

On the former Albemarle company, the big driver as we always talk about is really where the income is being generated, and in the third quarter, really driven by the strong results out of our hydro processing catalyst business; we had great results coming out of Europe which is a lower tax jurisdiction for us.

And so that’s what drives our tax rates down as you look at the full year basis.

And so, we generally are – we’re trying to watch and plan out where those incomes are and so, as you go into 2015 as Luke said, the AOP is till stock coming together, we really don’t have a good sense of how that mix will come in, I would guide people to that 24% to 25% range because that’s the balanced view of performance across our various regions.

.

Okay..

As you look at the combination of the companies, we’ve been planning – the Rockwood tax rate is a little bit higher and so we’ve been guiding people to the 25% to 26% range from of effective tax rate. .

Okay. That’s helpful. And I guess at the risk of overstaying my welcome here, I was wondering if I might ask a clarifying question related to your adjusted EPS, you’ve got quite a few different special items as you enumerated, one of the line items was amortization of financing fees of $7 million pretax or about $0.06 per share..

Yes..

Are you backing that out or leaving it in the number of a $1.14 adjusted EPS?.

No that has been backed out of the $1.14. So that is not –.

Okay. Thank you very much..

Your next question comes from the line of Dmitry Silversteyn representing Longbow Research. Please proceed..

Good morning and congratulations on a stronger quarter.

A couple of questions if I may, first of all, revisiting the first question on the catalyst business and sustainability of the 20% growth in volume, you sounded like most of that was or a large extent was driven by HBC catalysts, that tempts to be a fairly lumpy business, so as we are looking today into the fourth quarter, was there any sort of one-time shipments that we should not project into the fourth quarter and is the overall volume, given the year-ago comps likely to be higher or lower of next year? Or not comparing, not next year, in the fourth quarter?.

Well, for the fourth quarter, they really talk about refinery catalyst in two pieces, if I look at the FCC or heavy oil upgrading, we‘ll definitely be up in volume quarter over quarter since prior year and CFT, just from a timing of order standpoint, I expect that CFT volumes will be down just – if you remember we had a blockbuster quarter in CFT in the fourth quarter of the last year with some really large orders that went through, so –.

Okay.

So, if I look at it net-net, that volume number for the fourth quarter should be closer to zero?.

Across all of refinery catalysts?.

Correct. .

Yes. I’m not sure. I don’t really look at it that way. Again, I’d go back to the comment I made earlier that if I look at the full year, year over year, we’re going to have sort of high-single digit volume growth across refinery catalysts. The FCC or HOU piece is likely to be closer to double digits. .

Got it, okay.

And then second question on or is a follow-up on the catalyst question, you mentioned metals pricing and rare earth surcharges, if you look at the third quarter results on year-over-year basis, were they surcharges for FCC, or rare earth high or lower, also, has there been move quarterly from the second quarter to the third quarter, and as you look out to your sort of raw material the molybdenum, the nickel, the cobalt, the rare pricing for 2015, would you expect there to be a little bit of an inflation or a little bit of a deflation going into 2015?.

The metal surcharges that were in the third quarter are really very minor. And in fact, I wouldn’t characterize those as surcharges, I would characterize those as the pass-through of metal costs that are in our basic formulas in our CFT business.

So, it’s predominantly to mole, but to your broader question, as I look at the prices of the those metals across the year, they’ve been trading in fairly tight range, I mean they move up a quarter and move down a quarter. We don’t see anything that’s going to have sort of a long-term significant impact on metals prices now or as we look into 2015.

It’s really been a fairly stable market. .

So, Dmitry, this is Luke. We are not anticipating anything on rare earth like we saw a few years ago, that significant spike in the rare earth pricing. And we are also not expecting the decline in the mole pricing that we saw at the end of 2008 where we got stuck with all that inventory. We watch it consistently.

We don’t see any big wild swings approaching us right now, but we remain ever vigilant. .

Okay. So if I can finish off the question, the thought, if you look at the FCC pricing where you talk about pricing being up, that would be up exclusive of rare earth surcharges or maybe even overcoming the rare earth surcharges if they are coming..

I mean you ought to look at rare earth surcharges year-over-year as essentially flat. .

Okay.

So pricing was real pricing there?.

Is real pricing, that’s exactly, that’s the point, that’s right. .

That’s great. Thank you. That’s all I have. .

Operator:.

:.

Hey, guys. How are you doing? A nice quarter.

You noted increased confidence in integration synergy for the transaction which is great, can you talk a little bit about your confidence about, regarding long-term growth prospects of lithium and surface treatment, have you spent any more time on that front over the last couple of months?.

Yes, we have, we look at it and had some more time with that leadership and I’m more – I am just as confident, not wavering at all on the growth aspects long term for lithium as well as for that surface treatment business.

They’ve got great plants in place, good team in place to be able to drive that growth and we are excited about closing that deal and getting altogether and pushing it forward. .

Great. And then just a follow-up question on bromine pricing, was that – is the weakness global or is it sort of isolated still China and India? And when you think about what could – what you need to happen to see price increases improve in 2015? And maybe comment on those tax increases from the Israelis here that could probably help as well.

Just maybe your thoughts on what’s going to help pricing as we head into over the 12 to 24 months?.

Yes. There has been a lot of press about the tax in Israel. So, let me start with that. It is so new, I know there has been some analyst reports out on it, we obviously look at that, it is very difficult right now to tell exactly the impact that will have, but I caution everybody that that tax goes into play in 2017, not 2015.

So there may be a longer-term impact, but for the short term, so there’ll be no tax impact there. So it’s something we’re keeping our eye on, but a lot can change between now and 2017. So with that, I’ll turn it over to Matt. .

So, Mike, as we talked before, the pricing issues have been much more around India and China than the rest of the world and that probably still continues. So, I would say you are right in your analysis that that’s places to watch it out for.

And then, if it goes global, it gets back more to like we talked about HBCD where it’s a specific product in issue because of specific circumstances like we’re seeing going on with the HBCD, HBCD transition to the polymeric flame retardant. .

Great, thank you..

Amen..

Your next question comes from the line of Laurence Alexander representing Jefferies. .

Good morning..

Hey. .

Hey, Laurence. .

So two simple ones, on the working capital improvement, was there an associated earnings headwind from that and what are your new working capital targets? And secondly, just to clarify on the ramp up at TAKREER, what’s your current thinking about potential Tier 1s into next year, I mean any way to quantify the range?.

Yes. So, on the working capital – let me take the working capital and then Michael can handle the TAKREER question.

So working capital, like we said, was below our target, so below 24%, really five quarters are early than we expected, so our challenge right now is to make sure that those reductions are permanent where there is a lot of work to go into making sure that the processes are going to deliver that kind of result on a ongoing basis.

So, that’s really the focus. So, at least for right now, our focus on making those process changes permanent and not just a one-time result.

From an earnings perspective, certainly, as we planned for at the beginning of the year, with those working capital targets, as you look at the first nine months, there’s probably about a $15 million to $20 million cost headwind from our manufacturing variances as a result of that.

So we wanted to – let me say that differently, in order to maintain the inventory levels that we have at the end of last year through this nine-month period, there have been another roughly, call it, $20 million of manufacturing absorption in our numbers.

And so, we think this is the right answer for the company, the right balance between both the earnings as well as the cash generation that we have to perform, deliver to you on an ongoing basis.

Michael, you want to talk about the TAKREER situation?.

Yes. In terms of the TAKREER refinery, I mean the latest information we have is that the refinery is slated or start-up in the end of the fourth quarter, so December time frame, however, this is a massive project. So, commissioning on the unit has already begun as we indicated at our end of second quarter call.

We’ve begun supplying initial shipments of catalyst to the refinery in anticipation of a start-up. It’s very hard to predict on a refinery this size and complexity. How quickly it will get up to sort of steady state run rates, I mean that could take a quarter, could take two quarters etcetera.

So, there is no question that TAKREER will benefit us in terms of our heavy oil upgrading, FCC catalyst volumes in 2015, but we’ll probably be cautious about how quickly that will ramp up in terms of impact as we go through each quarter of the year. .

Thank you..

Your next question comes from the line of James Sheehan representing – SunTrust. Please proceed..

Good morning.

Just a follow-up on the Israeli tax increase, if that goes through in 2017, how would that affect your JV plans in Israel, how do you see the economics playing out there and what is your view on the influence that this tax should have on industry dynamics?.

Yes. I want to be clear, I mean, first of all, let’s be absolutely positive to everybody out there what joint venture we’re talking about, joint bromine company which is located in Jordan where we can produce derivatives as well as our largest bromine production unit, has no impact at all, is not affected at all by this Israeli tax increase.

We do have entered into a joint venture, an agreement to form a joint venture with the Israeli chemical company related to the GreenCrest product and we knew there was a possibility of this tax when we were going in and it will have some impact on costs, but it’ll be minimal for our overall brominated portfolio, it’s how I would say it.

If you look at industry overall, it’s too early to tell, I mean if it’s going to – I don’t know how it’s going to be viewed, are they going to increase cost, always get nervous any time there’s a tier taxing structure, because somebody is going to do the math to understand what the pricing ought to be to maximize their profitability and lower their taxes.

So until we have a chance to study at more, I think – I don’t know how it’s going impact to us, but it’s going to – if it increases cost, that means if ICL is going to need to do something to maintain their level of profitability and that could be a good thing long term.

But again, this doesn’t happen until 2017 and there’s a lot of time between now and 2017 to see what happens. .

Maybe add one thing, remember this does have to go through the Israeli Knesset to – but at this point, it’s still in committee recommendation..

Thank you.

And also on the lithium business with Rockwood, just wondering your views on the drop in oil prices and the possible impact that could have on the electric vehicle market, has the decline in oil changed your long term assumptions at all?.

Well. First of all, I haven’t changed my assumptions at all, because what I think what’s driving the electronic vehicle adoption one, is not so much what the gas price is, it’s more from an environmental standpoint, are we using less of the oil and can we develop a cost effective electronic vehicle and they are in the process of doing that.

We also have excellent growth in lithium with or without that environment, with or without the electronic vehicles and this is, oil has got to be down for a long, long time in order for it to have an impact.

So, overall, I don’t really see the link as much, I think electronic vehicles, there is going to be a niche in the market, it’s going to have a demand for that and it will continue to grow and I haven’t backed off any way what I think our growth opportunities are for that lithum business..

And just on the operational issues you had in Performance Chemicals, about how much business did you lose from that and do you expect to regain any in the fourth quarter?.

Yes. I think, whenever you talk about operational issues, we know for a fact it added costs whether or not it actually cost this business and we missed some sales, it’s hard to say, probably missed some, but those were third quarter sales, those people buy from us and buy from other people at the same time.

So I don’t see that’s going to impact us going forward from a loss of business standpoint. I don’t see a catch-up in the fourth quarter either. So I think it’s business we could add, we lost and it cost us some extra money, it’s behind us, and now we focus on going forward and delivering quality product to our customers on time and on spec..

Thanks a lot. Luke..

Amen..

Your next question comes from the line of Chris Kapsch representing Topeka Capital Markets. Please proceed..

Good morning. Luke, you sound like you have increased confidence in the synergy target and appreciate the details surrounding the roadmap in order to drive and achieve those synergies, just wondering in the context of your comments about the combined company generating tremendous cash flow, wondering if, a couple of things, one, maybe quantify that.

Also, what sort of cost are you going to incur in order to get after these synergies to accomplish the $100 million in run rate synergies and over what time? And are you contemplating any throttling back in CapEx for either company over the near term in order to help drive tremendous cash flow? Thanks..

Yes. If you look at – let me be short and get all those. I think the cash flow that we outlined in the S-4 is still our most up-to-date view on what that cash flow would be. So, nothing’s changed on that.

From a cost perspective, it is going to cost us somewhere to get a $100 million, it is going to cost us somewhere between a $150 million to $175 million to get that kind of cost as best we can look at it today. So a pretty good return on that investment.

And from a CapEx standpoint, I think what we say consistently is we’re in the 4% to 6% range of revenue for the combined company and we would expect that that would be consistent still from what we see going forward. I don’t see a need to leverage back in the investments of these businesses in order to deleverage.

That was all within our forecast within the S-4 and I still where we believe we are today. We generate sufficient cash to deleverage rapidly and invest in the business that we need to do to maintain those assets and grow the business..

Okay. Thanks.

And then a follow-up, just parsing the commentary more near term about the pricing dynamic in brominated flame retardants, just want to understand if obviously with HBCD being phased out, I understand – I would expect the pricing pressure to intensify as that product line sunsets, just wondering if you could just – if you excluded the impact in pricing, overall pricing from that product line sequentially or brominated flame retardant – brominated flame retardant pricing, is it flat, is it up or is it still down a little bit sequentially, excluding the HBCD mix effect..

Yes. It’s hard to – that’s hard to say a broad statement about brominated flame retardant so rough because they are in such different applications. But what I would say broadly is they are flat sequentially..

Okay. Thank you..

Your next question comes from the line of Tyler Frank representing Robert Baird. Please proceed..

Hi, guys. A great third quarter.

A quick question on sort of the Q4 guidance, obviously on the second quarter call, a little bit more cautious and now you maintain through sort of that, the same Q4 guidance that you did then, albeit you had a very, very strong third quarter and said that the operational issues that occurred during the quarter would now be over.

So, I am just trying to get a sense for what you are seeing so far in the fourth quarter and what makes you still sort of have that cautious outlook?.

Yes. Here is what I’d would say, is I am confident in the fourth quarter. If you look at 2% to 7%, I am very confident in being at or above mid-point of that and if we get some things that break the right way, we got a chance to beat the upper end of that 2% to 7%.

We got currency that’s flowing through that, we’ve got HBC with some sales that it forwards the very back end, it could slide one way or another. So, I’m confident at mid point. I think as you look across the businesses though, we got to get some breaks to get to the upper end of that.

So we feel really good about, that’s why we said well within the range and we feel very confident about being able to deliver that..

Great.

And then, just as a follow-up, for the Rockwood transaction, seems like everything is growing as clean, what should we look for as sort of the next upcoming milestones and what are the biggest risks to the transaction that you see at this point?.

Well, the biggest milestone is the shareholder vote on November 14 and that’s the next milestone, and I don’t see any impediments.

I am confident on our ability that the shareholders will give you the vote that we need, we remain confident in talking to shareholders, we are excited about the possibility of getting this behind us, closing this deal, and all coming together to integrate these businesses and what I think is going to be the premier specialty chemical company in this space..

Great. Thank you..

Ladies and gentlemen this concludes the time we have for questions. I would now like to turn the call back to Mr. Lorin Crenshaw for closing remarks..

I’d just say thank you to everyone for your time and your attention. If you have further questions, give us a call. Have a good day..

Thank you. Ladies and gentlemen, thank you for your participation in today’s conference. This concludes the presentation. You may now disconnect. Good day..