Scott A. Tozier
Analyst · Kevin McCarthy with Bank of America
Thanks, Luke, and good morning, everyone. Before I get into the details, you'll notice a change in how we will be reporting and discussing GBU results going forward. We will be using adjusted EBITDA as opposed to segment income, which should provide additional clarity on the businesses' performance. The non-GAAP reconciliation give you the details on how to bridge to reported GAAP numbers. Today, the financial discussion will be primarily around Albermarle's Q4 and 2014 results prior to the acquisition of Rockwood. While I will share some high-level comments around Rockwood's full year results, as the Rockwood transaction closed only a few weeks ago, the results discussed and shown in the earnings deck are indicative, preliminary results. The acquisition and reorganization will make comparisons challenging, but we will strive to provide you information to restate our segments and align reporting definitions anticipating a complete view by our first quarter 2015 earnings call. Financially, we ended 2014 by delivering fourth quarter net income of $77 million or $0.99 per share excluding special items. Our U.S. GAAP basis earnings were a loss of $19 million or $0.24 per share including special items. Two special items in particular impacted our results, the largest related to an approximately $0.90 pension-related mark-to-market loss. This noncash loss reflects the actuarial impact of a lower discount rate and longer projected life expectancies partially offset by better-than-expected asset performance. This has no immediate cash impact as we expect our current funding to be adequate for the next 6 years. We also reported $0.30 per share acquisition and financing costs associated with the Rockwood transaction, and other items amounted to a $0.02 per share loss. These items net to a loss of approximately $1.22 per share, which when added back to our reported EPS of a $0.24 loss, gets you to our adjusted EPS of $0.99 for the quarter. Net sales totaled $599 million, and adjusted EBITDA was $137 million for the quarter, while profitability, as measured by adjusted EBITDA margin, was 23%, slightly up from Q4 2013. Revenue was down 6.4% in Q4 and was impacted by the strengthening dollar by about $10 million, or 1.6%, mostly from the euro and yen. Earnings per share were impacted negatively by foreign exchange by almost $0.02. Fourth quarter earnings were hurt by about $0.05 per share on a higher-than-expected tax rate due to geographic mix of our revenues in the quarter, primarily due to the lower drilling fluid shipments out of Jordan. Finally, lower share count due to share repurchases in the first half of the year contributed $0.04 per share. At this time, for the combined company, we expect our effective tax rate, excluding special items, nonoperating pension and OPEB items for 2015, to be 25% or so, again, driven by the level and geographical mix of our profits including those generated as a result of the recently completed Rockwood acquisition. Our diluted shares outstanding after the acquisition are about 113 million. Free cash flow defined as cash flow from operations, adding back pension and post retirement contributions and subtracting CapEx, was $361 million for 2014, up 24% from 2013 and the strongest in our company's history. The growth was driven by improved working capital and more normalized CapEx spend that was at $111 million or 4.5% of revenue. For the newly combined company, we expect CapEx to be between 4% and 6% of revenue. And in 2015, we will be managing to the higher end of the range as synergy projects are executed to deliver cost savings. At the beginning of 2014, we established a goal to reduce working capital by $100 million by the end of 2015. We ended 2014 with networking capital down to 23% of revenue, down nearly 5 percentage points representing a savings of approximately $120 million. Our team has accomplished a great deal and will face new opportunities with Rockwood, which has an even longer cash conversion cycle than Albermarle's. In 2015, our focus will be on pushing that rate below 23% and ensuring those gains are sustainable as we look at setting our next milestone. The strength of our balance sheet is a source of pride at Albermarle and allowed us to execute the Rockwood acquisition and remain investment grade. We are committed to aggressively deleveraging and have a goal of achieving leverage as measured by net debt to adjusted EBITDA in the range of 2 to 2.5x by the end of 2017. Executing the divestitures that Luke discussed will certainly aid us in this objective. During the quarter, we raised $1.9 billion in debt in preparation to fund the Rockwood acquisition. However, net debt to adjusted EBITDA remained low at 0.78x as of year end as the cash proceeds from the offerings remained on our books. We expect that ratio to increase to around 4x when we report our first quarter results, in line with our expectations, and expect to end 2015 at 3.7x before the impact of any divestitures. Although the transaction has only been closed for 2 weeks, the repatriation of our cash has already begun with over $1 billion in cash having been repatriated from overseas as of today. We have already taken out 75% of the bridge loans and expect to remainder to be taken out by mid-February. On another positive cash flow note, we previously estimated that as much as $400 million of our 2015 free cash flow would likely go to onetime tax payments to repatriate that foreign cash. However, we now estimate a onetime cash tax outlay in 2015 of much less at $150 million to return over $3 billion in cash to the U.S. Roughly half of the cash will be repatriated in 2015 with the rest returning as we earn it over time. While the impact of foreign exchange on total company sales and earnings in 2014 was very modest, as we enter 2015, the steep depreciation of both the euro and the Japanese yen represent a major financial headwind. Our earnings are exposed to the movement of these 2 currencies versus the dollar. Specifically, on the combined company, we estimate that every $0.01 change in the euro-dollar exchange rate will have an impact of approximately $1.5 million to $2 million EBITDA. And every JPY 1 change in the yen-dollar exchange rate will have an EBITDA impact of approximately $0.5 million to $1 million. To put that in perspective, ranging the euro between $1.12 and $1.18, and the yen to between JPY 117 and JPY 121, we would expect to see a $40 million to $50 million headwind to EBITDA in 2015, or about $0.20 per share. And now I will turn to each GBU's 2014 financial performance. For the full year, Catalyst reported net sales of $1.1 billion, up 9% year-over-year; and adjusted EBITDA of $300 million, up 12% year-over-year; and adjusted EBITDA margins of 27%. The strong revenue growth in 2014 was driven by volume and price increases and favorable mix within Heavy Oil Upgrading and Clean Fuel Technologies. Of particular note were new customer wins in Heavy Oil Upgrading and a large first-ever sale of AlkyClean, a solid asset alkylation catalyst designed to increase a refinery's octane yield in clean fuels. This growth was partially offset by continued pricing pressure in Performance Catalyst, predominantly in aluminum alkyls in catalyst precursors. In the fourth quarter, with a drop in oil price, we saw evidence of higher operating rate at some of our customers that we think benefited our HOU business. However, we also saw what may be the beginning of a shift by refiners into cost management mode. Catalyst Solutions' 12% growth in adjusted EBITDA was the biggest source of earnings growth for the entire company. Refinery Catalyst was the main driver with double-digit growth and margin expansion driven by volume and pricing gains. And Performance Catalyst Solutions' full year revenue and volumes rose year-over-year, reflecting solid underlying polyolefins market demand, offset by soft pricing and lower utilization rates at our facilities, which we believe is consistent with utilization rates across the organometallics industry. For the full year, Performance Chemicals reported net sales of $1.4 billion, down 3% year-over-year and adjusted EBITDA of $337 million, down 6% year-over-year on adjusted EBITDA margins of 25%. The year-over-year weakness was primarily driven by lower Fire Safety Solutions results and the loss of a large custom services contract. Within Fire Safety Solutions, revenue and profits were down, despite higher volumes on lower pricing within certain pockets of brominated flame retardants, or particularly in insulation foam, where product transition is occurring, and continued soft pricing in China. We believe that the higher volumes were predominantly reflective of an ongoing mix shift towards server and automotive electronics markets, offsetting continued sluggish demand in the TV and PC markets. Fine Chemistry Services finished the full year with a modest profit increase, despite unexpectedly losing a major contract during the year on strong results within the pharmaceutical and electronic materials applications and aided by a onetime event related to supply of a pharmaceutical active ingredient in the third quarter. Specialty Chemicals finished the year with modest profit growth on flat volumes. Year-over-year results were driven by strong methyl bromide sales volumes, which we do not expect to continue in 2015, and curatives which delivered record profits. Drilling completion fluids were solid as this business benefited from another year during which the backdrop for offshore deepwater completions remain quite favorable. However, during the fourth quarter, amid the steep decline in crude prices and announcements of CapEx reductions by drillers, we began to experience significantly weaker order patterns for completion fluids. In total, overall bromine-based product volumes were flat year-over-year with a drop in oilfield being a year-end surprise. Brominated flame retardant volumes were up about 5% for the year, but mix shifts to lower-end products and continued weak pricing meant that earnings were down. EBITDA margins for bromine were flat versus 2013, north of 35%. Now let me provide some perspective on a legacy Rockwood business performance. As a reminder, these numbers for lithium and surface treatment are based on Rockwood's historical reporting practices. For the full year, lithium had an estimated net sales of $474 million, down 1% year-over-year and adjusted EBITDA of $199 million, up 9% year-over-year, resulting in margins of 42%. The primary performance drivers were battery grade applications rising over 20% year-over-year on growing demand within the consumer electronics market in particular; the acquisition of Talison, which contributed nearly $30 million to full year adjustment EBITDA; and GDP-type growth in most technical grade applications offset by weaker butyllithium and potash results. Excluding potash, lithium's adjusted EBITDA would have been up 15% year-over-year. Surface treatment had estimated net sales of $940 million, up 6% year-over-year and adjusted EBITDA of $220 million, up 11% year-over-year, resulting in margins of 23%. The business had a great year on all measures benefiting from broad-based volume growth and pricing gains in most end markets, particularly driven by higher automotive OEM and automotive components, general industry, coil and cold forming applications and aerospace applications. Results also reflect continued market share gains and the impact of the acquisition of the remaining 50% interest in its previously unconsolidated joint venture in India. With that, I'll turn the call back over to Luke to talk further about our outlook.