BATON ROUGE, La., Oct. 22, 2014 /PRNewswire/ --

Third quarter 2014 highlights:


    --  Adjusted earnings of $1.14 per share, up 5% versus third quarter 2013.
    --  Net sales grew 9% to $642.4 million versus third quarter 2013, with an
        adjusted EBITDA margin of 23%.
    --  Year to date cash flow from operations of $430.5 million, up 36% versus
        2013 on lower working capital.
    --  Successful startup of Heavy Oil Upgrading capacity expansion in Bayport,
        TX.
    --  Closed sale of antioxidant, ibuprofen and propofol businesses and assets
        to SI Group, Inc.


                                                          Three Months Ended                 Nine Months Ended

                                                            September 30,                      September 30,
                                                            -------------                      -------------

    In thousands, except per share amounts           2014                      2013                2014               2013
    --------------------------------------           ----                      ----                ----               ----

    Net sales                                             $642,418                  $591,196                   $1,846,982  $1,754,635

    Segment income                                        $140,126                  $136,717                     $411,963    $395,338

    Net income from continuing operations                  $88,019                   $97,313                     $243,427    $273,494

    Net income attributable to Albemarle Corporation       $72,794                   $90,512                     $151,824    $257,238

    Diluted earnings per share                               $0.93                     $1.11                        $1.91       $3.02

       Non-operating pension and OPEB items(a)       0.01                    (0.01)               0.11             (0.04)

       Special items(b)(c)(d)(e)                     0.12                         -               0.32                  -

       Discontinued operations(f)                    0.08                    (0.01)               0.87             (0.06)
                                                     ----                     -----                ----              -----

    Adjusted diluted earnings per share                      $1.14                     $1.09                        $3.21       $2.92
                                                             =====                     =====                        =====       =====

See accompanying notes and reconciliations to the condensed consolidated financial information.

Albemarle Corporation (NYSE: ALB) reported third quarter 2014 earnings of $72.8 million, or $0.93 per share, compared to third quarter 2013 earnings of $90.5 million, or $1.11 per share. Third quarter 2014 adjusted earnings were $89.5 million, or $1.14 per share, compared to $88.9 million, or $1.09 per share, for the third quarter of 2013 (see notes to the condensed consolidated financial information). The Company reported net sales of $642.4 million in the third quarter of 2014, up from net sales of $591.2 million in the third quarter of 2013, driven mainly by higher volumes across Catalyst Solutions and bromine products due to strong market demand and favorable pricing in Catalyst Solutions.

Earnings for the nine months ended September 30, 2014 were $151.8 million, or $1.91 per share, compared to $257.2 million, or $3.02 per share, for the same period in 2013. Adjusted earnings for the nine months ended September 30, 2014 were $254.7 million, or $3.21 per share, compared to $248.9 million, or $2.92 per share, for the same period in 2013. Net sales for the nine months ended September 30, 2014 were $1.85 billion, up from $1.75 billion for the same period in 2013, driven mainly by favorable Catalyst Solutions pricing and volumes on strong demand, and the favorable impact of a stronger European Union Euro, partly offset by lower pricing in Performance Chemicals.

On September 1, 2014, the Company closed the sale of its antioxidant, ibuprofen and propofol businesses and assets to SI Group, Inc and received net proceeds of $104.7 million and a receivable of $8.5 million, subject to post-closing adjustments expected to be finalized in the fourth quarter of 2014. Financial results of the disposed group have been presented as discontinued operations in the consolidated statements of income for all periods presented. Included in (Loss) income from discontinued operations are pre-tax charges of $4.8 million ($3.6 million after income taxes, or $0.05 per share) recorded in the third quarter of 2014 and $85.5 million ($64.6 million after income taxes, or $0.82 per share) recorded in the nine months ended September 30, 2014 related to the loss on the sale of the disposed group, representing the difference between the carrying value of the related assets and their fair value as determined by the sales price less estimated costs to sell. The loss is primarily attributable to goodwill, intangibles and long-lived assets, net of cumulative foreign currency translation gains of $17.8 million.

"We delivered better than forecast growth in net sales, earnings and cash flow this quarter driven by continued strength in Catalyst Solutions, and our full year will be well within the range of our guidance," said Albemarle president and CEO Luke Kissam. "We are also making excellent progress on the plan for integrating Rockwood and delivering the synergies of the combination once the transaction closes."

On July 15, 2014, Albemarle entered into the merger agreement with Rockwood Holdings Inc. ("Rockwood"), pursuant to which Albemarle will acquire Rockwood for consideration of $50.65 in cash and 0.4803 of a share of Albemarle common stock per outstanding share of Rockwood common stock. Upon closing of the transaction, Albemarle shareholders will own approximately 70% of the combined company and Rockwood shareholders will own approximately 30% of the combined company. The boards of directors of both Albemarle and Rockwood have approved the transaction. A special shareholder meeting will be held on November 14, 2014 to vote on the issuance of Albemarle shares of common stock in connection with the proposed acquisition of Rockwood. The transaction is also subject to regulatory approvals and other customary closing conditions and is expected to close by the end of the first quarter of 2015.

Quarterly Segment Results

Performance Chemicals reported net sales of $364.5 million in the third quarter of 2014, a slight decrease as compared to net sales of $365.2 million in the third quarter of 2013, on unfavorable Fine Chemistry Services volumes and Fire Safety Solutions pricing, offset by favorable pricing and volumes in Specialty Chemicals and volumes in Fire Safety Solutions. Segment income for Performance Chemicals was $80.2 million in the third quarter of 2014, a 7 percent decline from $85.9 million in the third quarter of 2013, driven by unfavorable Fire Safety Solutions pricing and higher manufacturing costs, partly offset by favorable pricing and volumes in Specialty Chemicals and volumes in Fire Safety Solutions.

Catalyst Solutions generated net sales of $277.9 million in the third quarter of 2014, a 23 percent increase from net sales in the third quarter of 2013 of $226.0 million, primarily on favorable Clean Fuels Technology and Performance Catalyst Solutions volumes and overall favorable Refinery Catalyst Solutions pricing, partly offset by unfavorable Heavy Oil Upgrading volumes. Catalyst Solutions segment income was $59.9 million in the third quarter of 2014, up 18 percent from third quarter 2013 results of $50.8 million, due primarily to favorable pricing (partly driven by higher metals surcharges), higher equity in income from unconsolidated investments and strong Clean Fuels Technology and Performance Catalyst Solutions volumes on market demand, partly offset by lower Heavy Oil Upgrading volumes due to our capacity expansion startup in Bayport, TX.

Corporate and Other

Corporate and other expense was $23.0 million ($21.6 million excluding non-operating pension and OPEB items) for the third quarter of 2014. The $13.1 million increase from the comparable period in 2013 was due primarily to higher incentive compensation and pension costs.

Interest and financing expenses were $8.7 million for the third quarter of 2014 compared to $9.5 million for the third quarter of 2013, due primarily to higher capitalized interest in the 2014 period caused by the timing and costs of capital expenditures.

Our adjusted effective income tax rates, which exclude discontinued operations, special and non-operating pension and OPEB items, were 18.9 percent and 22.5 percent for the third quarter of 2014 and 2013, respectively. Our effective tax rate continues to be influenced by the level and geographic mix of income, and benefits from a favorable mix of income in lower tax jurisdictions.

Cash Flow

Our cash flow from operations was approximately $430.5 million for the nine months ended September 30, 2014, up 36 percent versus the same period in 2013, and we had $653.1 million in cash and cash equivalents at September 30, 2014. During the nine months ending September 30, 2014, cash on hand and cash provided by operations funded capital expenditures for plant, machinery and equipment of approximately $76.7 million, dividends to shareholders of $62.8 million and $150.0 million for repurchases of approximately 2.0 million shares of our common stock pursuant to the terms of our accelerated share repurchase programs entered into in the first and second quarters of 2014. Additionally, in the third quarter of 2014 we closed the sale of our antioxidant, ibuprofen and propofol businesses and assets for net proceeds of $104.7 million and a receivable of $8.5 million, subject to post-closing adjustments expected to be finalized in the fourth quarter of 2014.

Earnings Call

The Company's performance for the third quarter ended September 30, 2014 will be discussed on a conference call at 9:00 AM Eastern time on October 23, 2014. The call can be accessed by dialing 888-680-0869 (International Dial-In # 617-213-4854), and entering conference ID 48092946. The Company's earnings presentation and supporting material can be accessed through Albemarle's website under Investors at www.albemarle.com.

About Albemarle

Albemarle Corporation, headquartered in Baton Rouge, Louisiana, is a leading global developer, manufacturer, and marketer of highly-engineered specialty chemicals for consumer electronics, petroleum refining, utilities, packaging, construction, automotive/transportation, pharmaceuticals, crop protection, food-safety and custom chemistry services. The Company is committed to global sustainability and is advancing its eco-practices and solutions in its two global business units: Performance Chemicals and Catalyst Solutions. Corporate Responsibility Magazine selected Albemarle to its prestigious "100 Best Corporate Citizens" list for 2010, 2011 and 2013. Albemarle employs approximately 3,200 people and serves customers in approximately 100 countries. Albemarle regularly posts information to www.albemarle.com, including notification of events, news, financial performance, investor presentations and webcasts, Regulation G reconciliations, SEC filings, and other information regarding the Company, its businesses and the markets we serve.

Forward-Looking Statements

Some of the information presented in this press release and the conference call and discussions that follow, including, without limitation, statements with respect to the proposed transaction with Rockwood and the anticipated consequences and benefits of the transaction, the targeted close date for 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 receipt and timing of necessary regulatory approvals for the proposed transaction with Rockwood; the ability to finance the proposed transaction with Rockwood; 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 preliminary joint proxy statement / prospectus we filed in connection with the proposed 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 press release. 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.


    Albemarle Corporation and Subsidiaries

    Consolidated Statements of Income

    (In Thousands Except Per Share Amounts) (Unaudited)


                                                          Three Months Ended                     Nine Months Ended

                                                            September 30,                          September 30,
                                                          -------------                     -------------

                                                     2014                        2013                  2014               2013
                                                     ----                        ----                  ----               ----

    Net sales                                             $642,418                    $591,196                     $1,846,982  $1,754,635

    Cost of goods sold(a)                         436,972                     381,585             1,238,574          1,157,443
                                                  -------                     -------             ---------          ---------

    Gross profit                                  205,446                     209,611               608,408            597,192

    Selling, general and
     administrative
     expenses(a)                                   66,012                      61,368               211,127            186,668

    Research and development
     expenses                                      22,407                      19,441                66,916             60,959

    Restructuring and other
     charges, net(b)                                  293                           -               20,625                  -

    Acquisition and
     integration related
     costs(c)                                      10,261                           -               15,104                  -

    Operating profit                              106,473                     128,802               294,636            349,565

    Interest and financing
     expenses                                     (8,749)                    (9,496)             (26,255)          (22,335)

    Other expenses, net(d)                        (6,618)                      (368)              (6,454)           (6,147)
                                                   ------                        ----                ------             ------

    Income from continuing
     operations before
     income taxes and equity
     in net income of
     unconsolidated
     investments                                   91,106                     118,938               261,927            321,083

    Income tax expense(e)                          11,737                      26,963                46,700             72,897
                                                   ------                      ------                ------             ------

    Income from continuing
     operations before
     equity in net income of
     unconsolidated
     investments                                   79,369                      91,975               215,227            248,186

    Equity in net income of
     unconsolidated
     investments (net of
     tax)                                           8,650                       5,338                28,200             25,308
                                                    -----                       -----                ------             ------

    Net income from
     continuing operations                         88,019                      97,313               243,427            273,494

    (Loss) income from
     discontinued operations
     (net of tax)(f)                              (6,679)                        531              (68,473)             4,994
                                                   ------

    Net income                                     81,340                      97,844               174,954            278,488

    Net income attributable
     to noncontrolling
     interests                                    (8,546)                    (7,332)             (23,130)          (21,250)
                                                   ------                      ------               -------            -------

    Net income attributable
     to Albemarle
     Corporation                                           $72,794                     $90,512                       $151,824    $257,238
                                                           =======                     =======                       ========    ========

    Basic earnings (loss) per share

         Continuing operations                               $1.02                       $1.10                          $2.79       $2.98

         Discontinued operations                   (0.09)                       0.01                (0.87)              0.06


                                                             $0.93                       $1.11                          $1.92       $3.04
                                                             =====                       =====                          =====       =====

    Diluted earnings (loss) per share

         Continuing operations                               $1.01                       $1.10                          $2.78       $2.96

         Discontinued operations                   (0.08)                       0.01                (0.87)              0.06


                                                             $0.93                       $1.11                          $1.91       $3.02
                                                             =====                       =====                          =====       =====

    Weighted-average common
     shares outstanding -
     basic                                         78,244                      81,385                78,880             84,711

    Weighted-average common
     shares outstanding -
     diluted                                       78,659                      81,852                79,287             85,192

See accompanying notes to the condensed consolidated financial information.


    Albemarle
     Corporation
     and
     Subsidiaries

    Condensed
     Consolidated
     Balance Sheets

    (In Thousands)
     (Unaudited)


                    September 30,            December 31,

                             2014                         2013
                             ----                         ----

    ASSETS

    Cash and cash
     equivalents                    $653,120                     $477,239

    Other current
     assets               855,187                    1,005,676
                          -------                    ---------

    Total current
     assets             1,508,307                    1,482,915
                        ---------                    ---------

    Property, plant
     and equipment      2,623,271                    2,972,084

    Less
     accumulated
     depreciation
     and
     amortization       1,392,997                    1,615,015
                        ---------                    ---------

    Net property,
     plant and
     equipment          1,230,274                    1,357,069

    Other assets
     and
     intangibles          654,885                      744,813
                          -------                      -------

    Total assets                  $3,393,466                   $3,584,797
                                  ==========                   ==========

    LIABILITIES AND
     EQUITY

    Current portion
     of long-term
     debt                           $368,268                      $24,554

    Other current
     liabilities          444,442                      411,809
                          -------                      -------

    Total current
     liabilities          812,710                      436,363
                          -------                      -------

    Long-term debt        684,107                    1,054,310

    Other
     noncurrent
     liabilities          214,263                      222,160

    Deferred income
     taxes                 95,115                      129,188

    Albemarle
     Corporation
     shareholders'
     equity             1,456,741                    1,627,361

    Noncontrolling
     interests            130,530                      115,415
                          -------                      -------

    Total
     liabilities
     and equity                   $3,393,466                   $3,584,797
                                  ==========                   ==========

See accompanying notes to the condensed consolidated financial information.


    Albemarle Corporation
     and Subsidiaries

    Selected Consolidated
     Cash Flow Data

    (In Thousands)
     (Unaudited)


                                    Nine Months Ended

                                      September 30,
                                      -------------

                               2014                         2013

    Cash and cash
     equivalents at
     beginning of year                $477,239                   $477,696

    Cash and cash
     equivalents at end
     of period                        $653,120                   $401,427

    Sources of cash and
     cash equivalents:

    Net income                        $174,954                   $278,488

    Cash proceeds from
     divestitures           104,718                            -

    Proceeds from
     borrowings of long-
     term debt                    -                     117,000

    Proceeds from other
     borrowings, net              -                     357,379

    Proceeds from
     exercise of stock
     options                  2,713                        4,510

    Working capital
     changes                 87,936                            -

    Uses of cash and cash
     equivalents:

    Working capital
     changes                      -                    (39,353)

    Capital expenditures   (76,682)                   (135,028)

    Repurchases of common
     stock                (150,000)                   (582,298)

    Repayments of long-
     term debt              (3,023)                    (93,913)

    Repayments of other
     borrowings, net       (23,554)                           -

    Dividends paid to
     shareholders          (62,827)                    (58,574)

    Dividends paid to
     noncontrolling
     interests              (7,612)                    (10,014)

    Pension and
     postretirement
     contributions         (10,718)                     (9,892)

    Long-term advances
     to joint venture       (7,499)                           -

    Non-cash and other
     items:

    Depreciation and
     amortization            78,344                       79,477

    Write-offs
     associated with
     restructuring and
     other                    6,333                            -

    Loss on disposal of
     businesses              85,515                            -

    Pension and
     postretirement
     expense                 21,946                        4,730

    Equity in net income
     of unconsolidated
     investments           (28,200)                    (25,308)

See accompanying notes to the condensed consolidated financial information.


    Albemarle Corporation and Subsidiaries

    Consolidated Summary of Segment Results

    (In Thousands) (Unaudited)


                                                       Three Months Ended                      Nine Months Ended

                                                         September 30,                           September 30,
                                                       -------------                      -------------

                                                  2014                         2013                  2014               2013
                                                  ----                         ----                  ----               ----

    Net sales:

    Performance Chemicals                              $364,517                     $365,154                     $1,048,961  $1,059,202

    Catalyst Solutions                         277,901                      226,042               798,021            695,433

    Total net sales                                    $642,418                     $591,196                     $1,846,982  $1,754,635
                                                       ========                     ========                     ==========  ==========

    Segment operating profit:

    Performance Chemicals                               $86,983                      $91,506                       $244,724    $265,665

    Catalyst Solutions                          53,039                       47,205               162,169            125,615

    Total segment operating profit             140,022                      138,711               406,893            391,280
                                               -------                      -------               -------            -------

    Equity in net income of unconsolidated
     investments:

    Performance Chemicals                        1,744                        1,735                 7,321              6,371

    Catalyst Solutions                           6,906                        3,603                20,879             18,937

    Total equity in net income of
     unconsolidated investments                  8,650                        5,338                28,200             25,308
                                                 -----                        -----                ------             ------

    Net income attributable to noncontrolling
     interests:

    Performance Chemicals                      (8,546)                     (7,332)             (23,130)          (21,250)

    Total net income attributable to
     noncontrolling interests                  (8,546)                     (7,332)             (23,130)          (21,250)
                                                ------                       ------               -------            -------

    Segment income:

    Performance Chemicals                       80,181                       85,909               228,915            250,786

    Catalyst Solutions                          59,945                       50,808               183,048            144,552

    Total segment income                       140,126                      136,717               411,963            395,338

    Corporate & other(a)                      (22,995)                     (9,909)             (76,528)          (41,715)

    Restructuring and other charges,
     net(b)                                      (293)                           -             (20,625)                 -

    Acquisition and integration
     related costs(c)                         (10,261)                           -             (15,104)                 -

    Interest and financing expenses            (8,749)                     (9,496)             (26,255)          (22,335)

    Other expenses, net(d)                     (6,618)                       (368)              (6,454)           (6,147)

    Income tax expense(e)                     (11,737)                    (26,963)             (46,700)          (72,897)

    (Loss) income from discontinued
     operations (net of tax)(f)                (6,679)                         531              (68,473)             4,994
                                                ------                          ---               -------              -----

    Net income attributable to
     Albemarle Corporation                              $72,794                      $90,512                       $151,824    $257,238
                                                        =======                      =======                       ========    ========

See accompanying notes to the condensed consolidated financial information.

Notes to the Condensed Consolidated Financial Information

(a) Non-operating pension and OPEB items, consisting of mark-to-market (MTM) actuarial gains/losses as well as interest cost and expected return on assets, were included in Corporate & other as follows:


    --  For the three months ended September 30, 2014 and 2013, net charges
        (benefits) amounted to $1.4 million ($0.9 million after income taxes, or
        $0.01 per share) and $(1.8) million ($1.1 million after income taxes, or
        $0.01 per share), respectively.  The MTM actuarial loss for the three
        months ended September 30, 2014 was $2.8 million ($1.8 million after
        income taxes, or $0.02 per share) and resulted from a required
        remeasurement of the assets and obligations of one of our U.S. defined
        benefit plans in connection with the September 1, 2014 sale of our
        antioxidant, ibuprofen and propofol businesses and assets to SI Group,
        Inc.  There were no MTM actuarial gains/losses recorded during the three
        months ended September 30, 2013.
    --  For the nine months ended September 30, 2014 and 2013, net charges
        (benefits) amounted to $14.1 million ($9.0 million after income taxes,
        or $0.11 per share) and $(5.4) million ($3.4 million after income taxes,
        or $0.04 per share), respectively.  The MTM actuarial loss in 2014 was
        $18.2 million ($11.6 million after income taxes, or $0.15 per share) and
        resulted from a $15.4 million remeasurement of the assets and
        obligations of one of our U.S. defined benefit pension plans and our
        supplemental executive retirement plan during the first quarter in
        connection with our workforce reduction plan initiated in the fourth
        quarter of 2013 and a $2.8 million remeasurement of the assets and
        obligations of one of our U.S. defined benefit pension plans during the
        third quarter in connection with the sale of our antioxidant, ibuprofen
        and propofol businesses and assets.  There were no MTM actuarial
        gains/losses recorded during the nine months ended September 30, 2013.

Although non-operating pension and OPEB items are included in cost of goods sold and selling, general and administrative expenses in accordance with GAAP, we believe that these components of pension cost are mainly driven by market performance, and we manage these separately from the operational performance of our businesses. Non-operating pension and OPEB items included in cost of goods sold and selling, general and administrative expenses were as follows (in millions):


                          Three Months Ended        Nine Months Ended

                            September 30,             September 30,
                            -------------             -------------

                         2014                  2013                            2014     2013
                         ----                  ----                            ----     ----

    Cost of goods sold:

    MTM actuarial loss            $2.8                 $                  -           $5.7    $       -

    Interest cost and
     expected return on
     assets, net        (0.5)                (0.8)                          (1.5)   (2.3)
                         ----                  ----                            ----     ----

    Total                         $2.3                               $(0.8)           $4.2       $(2.3)
                                  ====                                =====            ====        =====


    Selling, general
     and administrative
     expenses:

    MTM actuarial loss      $        -                $                  -          $12.5    $       -

    Interest cost and
     expected return on
     assets, net        (0.9)                (1.0)                          (2.6)   (3.1)
                         ----                  ----                            ----     ----

    Total                       $(0.9)                              $(1.0)           $9.9       $(3.1)
                                 =====                                =====            ====        =====

(b) Restructuring and other charges consisted of the following:

For the three months ended September 30, 2014 -


    --  Other charges of $0.3 million ($0.2 million after income taxes).

For the nine months ended September 30, 2014 -


    --  Net charges amounting to $17.0 million ($11.1 million after income
        taxes, or $0.14 per share) in connection with a reduction of aluminum
        alkyls high cost supply capacity.
    --  Charges of $3.3 million ($2.1 million after income taxes, or $0.03 per
        share) related to the write-off of certain multi-product facility
        project costs that we do not expect to recover in future periods.
    --  Other charges of $0.3 million ($0.2 million after income taxes).

(c) Acquisition and integration related costs consisted of the following:

For the three months ended September 30, 2014 -


    --  Transaction and integration fees related to the proposed acquisition of
        Rockwood of $9.3 million ($5.9 million after income taxes, or $0.08 per
        share).
    --  Certain significant acquisition-related costs of $1.0 million ($0.6
        million after income taxes, or $0.01 per share).

For the nine months ended September 30, 2014 -


    --  Transaction and integration fees related to the proposed acquisition of
        Rockwood of $9.3 million ($5.9 million after income taxes, or $0.07 per
        share).
    --  Certain significant acquisition-related costs of $5.8 million ($3.7
        million after income taxes, or $0.05 per share).

(d) Included in Other expenses, net for the three and nine months ended September 30, 2014 was $7.0 million ($4.5 million after income taxes, or $0.06 per share) for amortization of bridge facility fees and other financing fees, related to the proposed acquisition of Rockwood.

(e) Included in Income tax expense for the three and nine months ended September 30, 2014 were discrete net tax benefit items of $2.1 million, or $0.03 per share, related principally to the expiration of statue of limitations.

(f) On September 1, 2014, the Company closed the sale of its antioxidant, ibuprofen and propofol businesses and assets to SI Group, Inc and received net proceeds of $104.7 million and a receivable of $8.5 million, subject to post-closing adjustments expected to be finalized in the fourth quarter of 2014. Financial results of the disposal group have been presented as discontinued operations in the consolidated statements of income for all periods presented. Included in (Loss) income from discontinued operations are pre-tax charges of $4.8 million ($3.6 million after income taxes, or $0.05 per share) recorded in the third quarter of 2014 and $85.5 million ($64.6 million after income taxes, or $0.82 per share) recorded in the nine months ended September 30, 2014 related to the loss on the sale of the disposal group, representing the difference between the carrying value of the related assets and their fair value as determined by the sales price less estimated costs to sell. The loss is primarily attributable to goodwill, intangibles and long-lived assets, net of cumulative foreign currency translation gains of $17.8 million.

(g) Totals may not add due to rounding. Items included in footnotes (b) through (e) above have been aggregated and are referred to as "special items" in other sections of this press release.

Additional Information

It should be noted that adjusted net income attributable to Albemarle Corporation ("adjusted earnings"), adjusted diluted earnings per share and adjusted effective income tax rates, segment operating profit, segment income, EBITDA, adjusted EBITDA, EBITDA margin and adjusted EBITDA margin are financial measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States, or GAAP. These measures are presented here to provide additional useful measurements to review our operations, provide transparency to investors and enable period-to-period comparability of financial performance.

A description of other non-GAAP financial measures that we use to evaluate our operations and financial performance, and reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and reported in accordance with GAAP, can be found in the Investors section of our website at www.albemarle.com, under "Non-GAAP Reconciliations" under "Financials." Also, see attached for a supplemental reconciliation of our segment operating profit and segment income amounts to GAAP Operating profit and GAAP Net income attributable to Albemarle Corporation, respectively, as well as for a supplemental reconciliation of adjusted earnings, EBITDA and adjusted EBITDA to Net income attributable to Albemarle Corporation.

ALBEMARLE CORPORATION AND SUBSIDIARIES
Non-GAAP Reconciliations

(In Thousands)

(Unaudited)

Our segment information includes measures we refer to as segment operating profit, segment income, EBITDA and adjusted EBITDA, which are financial measures that are not required by, or presented in accordance with, GAAP. The Company has reported segment operating profit, segment income, EBITDA and adjusted EBITDA because management believes that these financial measures provide transparency to investors and enable period-to-period comparability of financial performance. Segment operating profit, segment income, EBITDA and adjusted EBITDA should not be considered as alternatives to Operating profit or Net income attributable to Albemarle Corporation, as determined in accordance with GAAP.

See below for a reconciliation of segment operating profit and segment income, the non-GAAP financial measures, to Operating profit and Net income attributable to Albemarle Corporation, respectively, the most directly comparable financial measures calculated and reported in accordance with GAAP.


                                 Three Months Ended                    Nine Months Ended

                                   September 30,                         September 30,
                                   -------------                         -------------

                            2014                         2013                2014               2013
                            ----                         ----                ----               ----

    Total segment
     operating profit            $140,022                     $138,711                     $406,893  $391,280

    Corporate & other   (22,995)                     (9,909)           (76,528)          (41,715)

    Restructuring and
     other charges, net    (293)                           -           (20,625)                 -

    Acquisition and
     integration
     related costs      (10,261)                           -           (15,104)                 -
                         -------                          ---            -------                ---

    GAAP Operating
     profit                      $106,473                     $128,802                     $294,636  $349,565
                                 ========                     ========                     ========  ========

    Total segment
     income                      $140,126                     $136,717                     $411,963  $395,338

    Corporate & other   (22,995)                     (9,909)           (76,528)          (41,715)

    Restructuring and
     other charges, net    (293)                           -           (20,625)                 -

    Acquisition and
     integration
     related costs      (10,261)                           -           (15,104)                 -

    Interest and
     financing expenses  (8,749)                     (9,496)           (26,255)          (22,335)

    Other expenses, net  (6,618)                       (368)            (6,454)           (6,147)

    Income tax expense  (11,737)                    (26,963)           (46,700)          (72,897)

    (Loss) income from
     discontinued
     operations          (6,679)                         531            (68,473)             4,994
                          ------                          ---             -------              -----

    GAAP Net income
     attributable to
     Albemarle
     Corporation                  $72,794                      $90,512                     $151,824  $257,238
                                  =======                      =======                     ========  ========

See below for a reconciliation of adjusted net income attributable to Albemarle Corporation ("adjusted earnings"), EBITDA and adjusted EBITDA, the non-GAAP financial measures, to Net income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with GAAP. Adjusted net income attributable to Albemarle Corporation is defined as Net income attributable to Albemarle Corporation before discontinued operations and the special and non-operating pension and OPEB items as listed below. EBITDA is defined as Net income attributable to Albemarle Corporation before interest and financing expenses, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before discontinued operations and the special and non-operating pension and OPEB items as listed below.


                                 Three Months Ended                   Nine Months Ended

                                   September 30,                        September 30,
                                   -------------                        -------------

                           2014                         2013                 2014              2013
                           ----                         ----                 ----              ----

    Net income
     attributable to
     Albemarle
     Corporation                 $72,794                      $90,512                     $151,824    $257,238
                                 =======                      =======                     ========    ========

    Add back:

      Non-operating
       pension and OPEB
       items (net of
       tax)                 927                      (1,121)               9,016           (3,365)

      Special items
       (net of tax)       9,066                            -              25,401                 -

      Loss (income)
       from
       discontinued
       operations (net
       of tax)            6,679                        (531)              68,473           (4,994)
                          -----                         ----               ------            ------

    Adjusted net
     income
     attributable to
     Albemarle
     Corporation                 $89,466                      $88,860                     $254,714    $248,879
                                 =======                      =======                     ========    ========


    Net income
     attributable to
     Albemarle
     Corporation                 $72,794                      $90,512                     $151,824    $257,238
                                 =======                      =======                     ========    ========

    Add back:

      Interest and
       financing
       expenses           8,749                        9,496               26,255            22,335

      Income tax
       expense (from
       continuing and
       discontinued
       operations)       10,664                       27,274               24,734            74,916

      Depreciation and
       amortization      25,630                       27,660               78,344            79,477
                         ------                       ------               ------            ------

    EBITDA              117,837                      154,942              281,157           433,966

      Non-operating
       pension and OPEB
       items              1,440                      (1,791)              14,141           (5,375)

      Special items      17,575                            -              42,750                 -

      Loss (income)
       from
       discontinued
       operations         7,752                        (842)              90,439           (7,013)

      Less depreciation
       and amortization
       from
       discontinued
       operations             -                     (3,079)             (3,165)          (9,069)
                            ---                      ------               ------            ------

    Adjusted EBITDA             $144,604                     $149,230                     $425,322    $412,509
                                ========                     ========                     ========    ========


    Net sales                   $642,418                     $591,196                   $1,846,982  $1,754,635
                                ========                     ========                   ==========  ==========

    EBITDA Margin         18.3%                       26.2%               15.2%            24.7%
                           ====                         ====                 ====              ====

    Adjusted EBITDA
     Margin               22.5%                       25.2%               23.0%            23.5%
                           ====                         ====                 ====              ====

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SOURCE Albemarle Corporation