Conf call Q3 04 bond

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November 2004 Third Quarter Results Rockwood Specialties/NYA102428p1.ppt 10/16/2007 1:57 PM (1)

Forward Looking Statements: 

Forward Looking Statements This conference call may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the business, operations and financial condition of Rockwood Specialties Group, Inc. and its subsidiaries (“Rockwood”). Although Rockwood believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, there can be no assurance that its expectations will be realized. "Forward-looking statements" consist of all non-historical information, including the statements referring to the prospects and future performance of Rockwood or the four businesses of Dynamit Nobel that Rockwood has acquired. Actual results could differ materially from those projected in Rockwood’s forward-looking statements due to numerous known and unknown risks and uncertainties, including, among other things, the "Risk Factors" described in our 2003 Form 10-K on file with the Securities and Exchange Commission. Rockwood does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

Where to Find Materials/Archives: 

Where to Find Materials/Archives A replay of the conference call will be available through November 24, 2004 at (800) 475-6701 in the U.S., access code: 755344, and internationally at (320) 365-3844, access code: 755344. The webcast and the materials will also be archived on our website at www.rocksp.com or www.rockwoodspecialties.com and are accessible by clicking on “Company News.”

Agenda: 

Agenda Actual Results Pro-forma Results

Rockwood Third Quarter Results (Actual): 

Rockwood Third Quarter Results (Actual)

Summary: 

Summary A reconciliation of net income to Adjusted EBITDA is provided on page 9 and 10. Note: The acquisition of four businesses of Dynamit Nobel closed on July 31, 2004. Operating results on an actual GAAP basis include Dynamit Nobel’s operations only since the acquisition date.

Third Quarter Results By Segment: 

Third Quarter Results By Segment A reconciliation of net income to Adjusted EBITDA is provided on page 9. Note: The acquisition of four businesses of Dynamit Nobel closed on July 31, 2004. Operating results on an actual GAAP basis include Dynamit Nobel’s operations only since the acquisition date.

YTD Results By Segment: 

YTD Results By Segment A reconciliation of net income to Adjusted EBITDA is provided on page 10. Note: The acquisition of four businesses of Dynamit Nobel closed on July 31, 2004. Operating results on an actual GAAP basis include Dynamit Nobel’s operations only since the acquisition date.

Rockwood Q3 Reconciliation of Net Income to Adjusted EBITDA: 

Rockwood Q3 Reconciliation of Net Income to Adjusted EBITDA

Rockwood YTD Q3 Reconciliation of Net Income to Adjusted EBITDA: 

Rockwood YTD Q3 Reconciliation of Net Income to Adjusted EBITDA

Rockwood Third Quarter Results (Pro-forma): 

Rockwood Third Quarter Results (Pro-forma) Note: We believe the following supplemental pro-forma information is helpful in highlighting trends by segment and on a consolidated basis. The following supplemental pro-forma information is provided by informational purposes only and does not purport to be indicative of the results which would have actually been attained had the Dynamit Acquisition occurred as of the beginning of the period presented or that may be attained in the future. The supplemental pro-forma information has been prepared based upon currently available information and assumptions that we believe are reasonable. Such currently available information and assumptions may prove to be inaccurate over time.

Highlights: Pro-forma: 

Highlights: Pro-forma As if the Dynamit Nobel acquisition had been completed at the beginning of each period presented. A reconciliation of pro-forma net income to pro-forma Adjusted EBITDA is provided on page 17 and 18. Rockwood had a solid third quarter with sales and adjusted EBITDA above last year, 15.3% and 17.1% respectively, and in line with expectations: On a currency adjusted basis, sales were up 9.3% in the quarter and 8.6% YTD. Adjusted EBITDA was up 11.4% in the quarter and 8.8% YTD. (a)

Highlights: Pro-forma (continued): 

Highlights: Pro-forma (continued) We successfully completed the closing of the acquisition of four businesses of Dynamit Nobel. The combination of these four businesses with Rockwood Specialties Group, Inc. is ahead of plan The Troisdorf headquarters has been closed and over $11.7mm in annualized SG&A savings have been implemented already in 2004. Coordination of management reporting on track. Detailed business reviews and 2005 budget discussions are in progress. We completed the closing of the acquisition of the Pigments and Dispersions business of Johnson and Matthey in early September and full integration with our Iron Oxide Pigments business is underway.

Highlights: Pro-forma (continued): 

Highlights: Pro-forma (continued) Several major events were completed/announced subsequent to the end of the third quarter: Rockwood entered into a definitive agreement to merge Rockwood’s Custom Synthesis business with Groupe Novasep to form a new stand alone company within Rockwood. Rockwood repaid the senior subordinated loan facility by completing the issuance of approximately $675M of senior subordinated notes which consisted of EUR 375 million aggregate principal amount of 7.625% senior subordinated notes and $200 million aggregate principal amount of 7.50% senior subordinated notes, both due in 2014.

Third Quarter Results By Segment : Pro-forma: 

Third Quarter Results By Segment : Pro-forma All segments, except Custom Synthesis, had strong revenue and Adjusted EBITDA growth in the third quarter; adjusted EBITDA % Net Sales improved from 17.8% to 18.1% : (a) As if the Dynamit Nobel acquisition had been completed at the beginning of each period presented. A reconciliation of pro-forma net income to pro-forma Adjusted EBITDA is provided on page 17.

YTD Results By Segment : Pro-forma: 

YTD Results By Segment : Pro-forma Performance YTD on pro-forma basis has exceeded Prior Year: (a) As if the Dynamit Nobel acquisition had been completed at the beginning of each period presented. A reconciliation of pro-forma net income to pro-forma Adjusted EBITDA is provided on page 18.

Q3 Reconciliation of Net Income to Adjusted EBITDA : Pro-forma: 

Q3 Reconciliation of Net Income to Adjusted EBITDA : Pro-forma (a) As if the Dynamit Nobel acquisition had been completed at the beginning of each period presented.

YTD Reconciliation of Net Income to Adjusted EBITDA : Pro-forma: 

YTD Reconciliation of Net Income to Adjusted EBITDA : Pro-forma (a) As if the Dynamit Nobel acquisition had been completed at the beginning of each period presented.

Net Debt: 

Net Debt A reconciliation of pro-forma net income to pro-forma Adjusted EBITDA is provided on page 20. Actual Cash and Debt as reported on the balance sheet as of September 30, 2004. Pro-forma excludes financing related to the acquisition of Pigments and Dispersion business of Johnson Matthey. Also excludes $12M pro-forma synergy related to closing Troisdorf office. Including synergy, pro-forma leverage ratio is 5.36. Pro-forma cash recognizes remaining disbursements related to the DN acquisition and the subsequent refinancing. The Sr. Subordinated Term Loan was refinanced in two steps. On October 8, 2004, Rockwood increased its borrowings under the term loans by about $225M to pay portions of the Sr. subordinated Term Loan plus accrued interest and related expenses. On November 10, 2004, Rockwood refinanced the balance of the Sr. Subordinated Term Loan with the proceeds of the issuance of approximately $675M Sr. Subordinated Notes as previously discussed.

Consolidated Reconciliation of Pro-forma Net Income to Pro-forma Adjusted EBITDA: 

Consolidated Reconciliation of Pro-forma Net Income to Pro-forma Adjusted EBITDA

Summary : 

Summary