Consolidating Guarantor Financial Information

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidating Guarantor Financial Information

Consolidating Guarantor Financial Information:

The 2014 Senior Notes issued by Albemarle Corporation (the “Issuer”) are fully and unconditionally guaranteed, jointly and severally, on an unsecured and unsubordinated basis by Rockwood Holdings, Inc. (“RHI”) and Rockwood Specialties Group, Inc. (“RSGI”) (the “Guarantor Subsidiaries”). The Guarantor Subsidiaries are 100% owned subsidiaries of the Issuer. The guarantees are general senior unsecured obligations of the Guarantor Subsidiaries and rank equally in right of payment with all existing and future senior unsecured indebtedness and other obligations of the Guarantor Subsidiaries that are not, by their terms, otherwise expressly subordinated. The note guarantees will be released when the 4.625% senior notes assumed by Albemarle upon the acquisition of Rockwood are repaid or otherwise discharged.

The Company applies the equity method of accounting to its subsidiaries. For cash management purposes, the Company transfers cash among the Issuer, Guarantor Subsidiaries and all other non-guarantor subsidiaries (the “Non-Guarantor Subsidiaries”) through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Company’s outstanding debt, common stock dividends and common stock repurchases. The consolidating statements of cash flows for the periods included herein present such intercompany financing activities, contributions and dividends consistent with how such activity would be presented in a stand-alone statement of cash flows. There are no significant restrictions on the ability of the Issuer or the Guarantor Subsidiaries to obtain funds from subsidiaries by dividend or loan.

The following consolidating financial information presents the financial condition, results of operations and cash flows of the Issuer, Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries, together with consolidating adjustments necessary to present Albemarle’s results on a consolidated basis, and should be read in conjunction with the notes to the condensed consolidated financial statements. Each entity in the consolidating financial information follows the same accounting policies as described herein and in our Annual Report on Form 10-K for the year ended December 31, 2014.

Condensed Consolidating Statement of Income

Three Months Ended March 31, 2015

(In Thousands)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net sales	$	378,172		$	—		$	687,615		$	(181,383	)	$	884,404
Cost of goods sold	258,124			—			546,776			(178,962		)	625,938
Gross profit	120,048			—			140,839			(2,421		)	258,466
Selling, general and administrative expenses	40,517			—			95,248			—			135,765
Research and development expenses	13,368			—			13,124			—			26,492
Acquisition and integration related costs	38,880			—			20,643			—			59,523
Intercompany service fee	5,665			—			(5,665		)	—			—
Operating profit	21,618			—			17,489			(2,421		)	36,686
Interest and financing expenses	(26,656		)	(10,771		)	1,681			—			(35,746		)
Intergroup interest and financing expenses	(5,914		)	9,061			(3,147		)	—			—
Other income (expenses), net	28,568			(50,052		)	71,441			—			49,957
Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments	17,616			(51,762		)	87,464			(2,421		)	50,897
Income tax expense (benefit)	10,892			(6,928		)	11,068			(892		)	14,140
Income (loss) from continuing operations before equity in net income of unconsolidated investments	6,724			(44,834		)	76,396			(1,529		)	36,757
Equity in net income of unconsolidated investments (net of tax)	2,019			—			8,373			—			10,392
Net income (loss) from continuing operations	8,743			(44,834		)	84,769			(1,529		)	47,149
Income (loss) from discontinued operations (net of tax)	—			—			—			—			—
Equity in undistributed earnings of subsidiaries	34,372			62,630			8,898			(105,900		)	—
Net income	43,115			17,796			93,667			(107,429		)	47,149
Net income attributable to noncontrolling interests	—			—			(4,034		)	—			(4,034		)
Net income attributable to Albemarle Corporation	$	43,115		$	17,796		$	89,633		$	(107,429	)	$	43,115

Condensed Consolidating Statement of Comprehensive Loss

Three Months Ended March 31, 2015

(In Thousands)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net income	$	43,115		$	17,796		$	93,667		$	(107,429	)	$	47,149
Total other comprehensive loss, net of tax	(299,869		)	(496,500		)	(635,434		)	1,131,834			(299,969		)
Comprehensive loss	(256,754		)	(478,704		)	(541,767		)	1,024,405			(252,820		)
Comprehensive income attributable to noncontrolling interests	—			—			(3,934		)	—			(3,934		)
Comprehensive loss attributable to Albemarle Corporation	$	(256,754	)	$	(478,704	)	$	(545,701	)	$	1,024,405		$	(256,754	)

Condensed Consolidating Statement of Income

Three Months Ended March 31, 2014

(In Thousands)	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net sales	$	376,324		$	—	$	383,831		$	(160,312	)	$	599,843
Cost of goods sold	261,593			—		303,361			(160,710		)	404,244
Gross profit	114,731			—		80,470			398			195,599
Selling, general and administrative expenses	55,769			—		22,335			—			78,104
Research and development expenses	14,156			—		8,416			—			22,572
Restructuring and other charges, net	3,000			—		14,000			—			17,000
Intercompany service fee	5,070			—		(5,070		)	—			—
Operating profit	36,736			—		40,789			398			77,923
Interest and financing expenses	(8,798		)	—		25			—			(8,773		)
Other income, net	208			—		935			—			1,143
Income from continuing operations before income taxes and equity in net income of unconsolidated investments	28,146			—		41,749			398			70,293
Income tax expense	10,371			—		2,674			145			13,190
Income from continuing operations before equity in net income of unconsolidated investments	17,775			—		39,075			253			57,103
Equity in net income of unconsolidated investments (net of tax)	1,936			—		6,965			—			8,901
Net income from continuing operations	19,711			—		46,040			253			66,004
Loss from discontinued operations (net of tax)	(413		)	—		(1,356		)	—			(1,769		)
Equity in undistributed earnings of subsidiaries	37,285			—		—			(37,285		)	—
Net income	56,583			—		44,684			(37,032		)	64,235
Net income attributable to noncontrolling interests	—			—		(7,652		)	—			(7,652		)
Net income attributable to Albemarle Corporation	$	56,583		$	—	$	37,032		$	(37,032	)	$	56,583

Condensed Consolidating Statement of Comprehensive Income

Three Months Ended March 31, 2014

(In Thousands)	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net income	$	56,583		$	—	$	44,684		$	(37,032	)	$	64,235
Total other comprehensive loss, net of tax	(9,318		)	—		(5,262		)	5,045			(9,535		)
Comprehensive income	47,265			—		39,422			(31,987		)	54,700
Comprehensive income attributable to noncontrolling interests	—			—		(7,435		)	—			(7,435		)
Comprehensive income attributable to Albemarle Corporation	$	47,265		$	—	$	31,987		$	(31,987	)	$	47,265

Condensed Consolidating Balance Sheet

March 31, 2015

(In Thousands)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	2,263		$	2,054		$	257,104		$	—		$	261,421
Trade accounts receivable, less allowance for doubtful accounts	105,835			—			521,130			—			626,965
Other accounts receivable	12,518			23,216			47,299			—			83,033
Intergroup receivable	56,069			49			40,953			(97,071		)	—
Inventories	201,563			—			431,877			(13,263		)	620,177
Other current assets	88,100			—			104,692			(97,845		)	94,947
Total current assets	466,348			25,319			1,403,055			(208,179		)	1,686,543
Property, plant and equipment, at cost	1,737,949			—			2,283,684			—			4,021,633
Less accumulated depreciation and amortization	1,060,877			—			343,729			—			1,404,606
Net property, plant and equipment	677,072			—			1,939,955			—			2,617,027
Investments	74,362			4,891			573,719			—			652,972
Investment in subsidiaries	6,963,998			11,104,115			6,368,690			(24,436,803		)	—
Other assets	28,247			12,319			152,245			(12,599		)	180,212
Goodwill	49,214			—			2,660,456			—			2,709,670
Other intangibles, net of amortization	20,282			—			1,928,053			—			1,948,335
Intergroup receivable	—			3,311,271			1,817,653			(5,128,924		)	—
Total assets	$	8,279,523		$	14,457,915		$	16,843,826		$	(29,786,505	)	$	9,794,759
Liabilities and Equity
Current liabilities:
Accounts payable	$	119,879		$	—		$	220,936		$	—		$	340,815
Intergroup payable	40,939			36			56,096			(97,071		)	—
Accrued expenses	154,992			119,221			279,734			—			553,947
Current portion of long-term debt	461,767			—			10,042			—			471,809
Dividends payable	32,261			—			—			—			32,261
Income taxes payable	—			97,845			58,404			(98,737		)	57,512
Total current liabilities	809,838			217,102			625,212			(195,808		)	1,456,344
Long-term debt	2,218,848			1,291,442			31,022			—			3,541,312
Postretirement benefits	55,578			—			—			(280		)	55,298
Pension benefits	125,659			—			325,533			—			451,192
Intergroup payable	1,804,370			1,016,759			2,307,795			(5,128,924		)	—
Other noncurrent liabilities	52,263			58,970			130,738			—			241,971
Deferred income taxes	103,584			—			710,047			(12,319		)	801,312
Commitments and contingencies
Equity:
Albemarle Corporation shareholders’ equity:
Common stock	1,122			—			6,808			(6,808		)	1,122
Additional paid-in capital	2,049,309			12,352,346			12,117,045			(24,469,391		)	2,049,309
Accumulated other comprehensive loss	(362,282		)	(496,500		)	(686,412		)	1,182,912			(362,282		)
Retained earnings	1,421,234			17,796			1,138,091			(1,155,887		)	1,421,234
Total Albemarle Corporation shareholders’ equity	3,109,383			11,873,642			12,575,532			(24,449,174		)	3,109,383
Noncontrolling interests	—			—			137,947			—			137,947
Total equity	3,109,383			11,873,642			12,713,479			(24,449,174		)	3,247,330
Total liabilities and equity	$	8,279,523		$	14,457,915		$	16,843,826		$	(29,786,505	)	$	9,794,759

Condensed Consolidating Balance Sheet

December 31, 2014

(In Thousands)	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	1,930,802		$	—	$	558,966		$	—		$	2,489,768
Trade accounts receivable, less allowance for doubtful accounts	91,849			—		293,363			—			385,212
Other accounts receivable	19,033			—		30,390			—			49,423
Intergroup receivable	74,102			—		18,097			(92,199		)	—
Inventories	201,006			—		171,543			(14,188		)	358,361
Other current assets	45,901			—		25,111			(4,926		)	66,086
Total current assets	2,362,693			—		1,097,470			(111,313		)	3,348,850
Property, plant and equipment, at cost	1,726,690			—		893,980			—			2,620,670
Less accumulated depreciation and amortization	1,047,372			—		341,430			—			1,388,802
Net property, plant and equipment	679,318			—		552,550			—			1,231,868
Investments	73,500			—		120,542			—			194,042
Investment in subsidiaries	1,551,071			—		—			(1,551,071		)	—
Other assets	35,837			—		125,119			—			160,956
Goodwill	49,212			—		194,050			—			243,262
Other intangibles, net of amortization	20,834			—		23,291			—			44,125
Total assets	$	4,772,465		$	—	$	2,113,022		$	(1,662,384	)	$	5,223,103
Liabilities and Equity
Current liabilities:
Accounts payable	$	122,479		$	—	$	109,226		$	—		$	231,705
Intergroup payable	18,097			—		74,102			(92,199		)	—
Accrued expenses	84,619			—		81,555			—			166,174
Current portion of long-term debt	692,280			—		18,816			—			711,096
Dividends payable	21,458			—		—			—			21,458
Income taxes payable	1,396			—		7,944			113			9,453
Total current liabilities	940,329			—		291,643			(92,086		)	1,139,886
Long-term debt	2,214,755			—		8,280			—			2,223,035
Postretirement benefits	56,424			—		—			—			56,424
Pension benefits	128,238			—		42,296			—			170,534
Other noncurrent liabilities	51,936			—		35,769			—			87,705
Deferred income taxes	21,318			—		35,566			—			56,884
Commitments and contingencies
Equity:
Albemarle Corporation shareholders’ equity:
Common stock	780			—		6,808			(6,808		)	780
Additional paid-in capital	10,447			—		553,172			(553,172		)	10,447
Accumulated other comprehensive loss	(62,413		)	—		(51,073		)	51,073			(62,413		)
Retained earnings	1,410,651			—		1,061,391			(1,061,391		)	1,410,651
Total Albemarle Corporation shareholders’ equity	1,359,465			—		1,570,298			(1,570,298		)	1,359,465
Noncontrolling interests	—			—		129,170			—			129,170
Total equity	1,359,465			—		1,699,468			(1,570,298		)	1,488,635
Total liabilities and equity	$	4,772,465		$	—	$	2,113,022		$	(1,662,384	)	$	5,223,103

Condensed Consolidating Statement Of Cash Flows

Three Months Ended March 31, 2015

(In Thousands)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Cash and cash equivalents at beginning of year	$	1,930,802		$	—		$	558,966		$	—		$	2,489,768
Cash flows from operating activities:
Net cash provided by (used in) operating activities	46,397			(18,121		)	26,593			(9,078		)	45,791
Cash flows from investing activities:
Acquisition of Rockwood, net of cash acquired	(3,597,083		)	159,409			1,386,029			—			(2,051,645		)
Acquisition of remaining interest in Shanghai Chemetall, net of cash acquired	—			—			(45,550		)	—			(45,550		)
Capital expenditures	(19,876		)	—			(36,865		)	—			(56,741		)
Decrease in restricted cash	—			—			57,550			—			57,550
Sales of marketable securities, net	1,557			—			—			—			1,557
Proceeds from repayment of advance to joint venture	2,156			—			—			—			2,156
Proceeds from intercompany investing related activity	—			891,290			82			(891,372		)	—
Intercompany investing related payments	—			(1,028,367		)	(1,175,700		)	2,204,067			—
Net cash (used in) provided by investing activities	(3,613,246		)	22,332			185,546			1,312,695			(2,092,673		)
Cash flows from financing activities:
Repayments of long-term debt	(1,325,102		)	—			(1,161		)	—			(1,326,263		)
Proceeds from borrowings of long-term debt	1,000,000			—			—			—			1,000,000
Other borrowings (repayments), net	184,418			—			(16,847		)	—			167,571
Dividends paid to shareholders	(21,730		)	—			—			—			(21,730		)
Intercompany dividends paid	—			—			(9,078		)	9,078			—
Proceeds from exercise of stock options	90			—			—			—			90
Excess tax benefits realized from stock-based compensation arrangements	23			—			—			—			23
Withholding taxes paid on stock-based compensation award distributions	(1,174		)	—			—			—			(1,174		)
Debt financing costs	(1,164		)	—			—			—			(1,164		)
Proceeds from intercompany financing related activity	1,829,770			—			374,297			(2,204,067		)	—
Intercompany financing related payments	(28,039		)	(82		)	(863,251		)	891,372			—
Net cash provided by (used in) financing activities	1,637,092			(82		)	(516,040		)	(1,303,617		)	(182,647		)
Net effect of foreign exchange on cash and cash equivalents	1,218			(2,075		)	2,039			—			1,182
(Decrease) increase in cash and cash equivalents	(1,928,539		)	2,054			(301,862		)	—			(2,228,347		)
Cash and cash equivalents at end of period	$	2,263		$	2,054		$	257,104		$	—		$	261,421

Condensed Consolidating Statement Of Cash Flows

Three Months Ended March 31, 2014

(In Thousands)	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments		Consolidated Total
Cash and cash equivalents at beginning of year	$	88,476		$	—	$	388,763		$	—	$	477,239
Cash flows from operating activities:
Net cash provided by operating activities	58,984			—		90,189			—		149,173
Cash flows from investing activities:
Capital expenditures	(14,325		)	—		(9,342		)	—		(23,667		)
Sales of (investments in) marketable securities, net	2,163			—		(12		)	—		2,151
Net cash used in investing activities	(12,162		)	—		(9,354		)	—		(21,516		)
Cash flows from financing activities:
Repayments of long-term debt	(101		)	—		—			—		(101		)
Other borrowings (repayments), net	—					(8,434		)	—		(8,434		)
Dividends paid to shareholders	(19,582		)	—		—			—		(19,582		)
Repurchases of common stock	(50,000		)	—		—			—		(50,000		)
Proceeds from exercise of stock options	1,255			—		—			—		1,255
Excess tax benefits realized from stock-based compensation arrangements	586			—		—			—		586
Withholding taxes paid on stock-based compensation award distributions	(2,968		)	—		—			—		(2,968		)
Debt financing costs	(1,370		)	—		—			—		(1,370		)
Net cash used in financing activities	(72,180		)	—		(8,434		)	—		(80,614		)
Net effect of foreign exchange on cash and cash equivalents	—					(239		)	—		(239		)
(Decrease) increase in cash and cash equivalents	(25,358		)	—		72,162			—		46,804
Cash and cash equivalents at end of period	$	63,118		$	—	$	460,925		$	—	$	524,043

The 4.625% senior notes issued in September 2012 by RSGI (the “Issuer”) are fully and unconditionally guaranteed, jointly and severally, on an unsecured and unsubordinated basis by Albemarle Corporation (the “Parent Company Guarantor”) and RHI (the “Guarantor Subsidiary,” and together with the Parent Company Guarantor, the “Guarantors”). The guarantees are general senior unsecured obligations of the Guarantors and rank equally in right of payment with all existing and future senior unsecured indebtedness and other obligations of the Guarantors that are not, by their terms, otherwise expressly subordinated. The note guarantees will be released when the 4.625% senior notes are repaid or otherwise discharged.

The Company applies the equity method of accounting to its subsidiaries. For cash management purposes, the Company transfers cash among Parent Company Guarantor, Issuer, Guarantor Subsidiary and all other non-guarantor subsidiaries (the “Non-Guarantor Subsidiaries”) through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Company’s outstanding debt, common stock dividends and common stock repurchases. The consolidating statements of cash flows for the periods included herein present such intercompany financing activities, contributions and dividends consistent with how such activity would be presented in a stand-alone statement of cash flows. There are no significant restrictions on the ability of the Issuer or the Guarantors to obtain funds from subsidiaries by dividend or loan.

The following consolidating financial information presents the financial condition, results of operations and cash flows of the Parent Company Guarantor, Issuer, Guarantor Subsidiary, and the Non-Guarantor Subsidiaries, together with consolidating adjustments necessary to present Albemarle’s results on a consolidated basis, and should be read in conjunction with the notes to the condensed consolidated financial statements. Each entity in the consolidating financial information follows the same accounting policies as described herein and in our Annual Report on Form 10-K for the year ended December 31, 2014.

Condensed Consolidating Statement of Income

Three Months Ended March 31, 2015

(In Thousands)	Parent Company Guarantor			Issuer			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net sales	$	378,172		$	—		$	—	$	687,615		$	(181,383	)	$	884,404
Cost of goods sold	258,124			—			—		546,776			(178,962		)	625,938
Gross profit	120,048			—			—		140,839			(2,421		)	258,466
Selling, general and administrative expenses	40,517			—			—		95,248			—			135,765
Research and development expenses	13,368			—			—		13,124			—			26,492
Acquisition and integration related costs	38,880			—			—		20,643			—			59,523
Intercompany service fee	5,665			—			—		(5,665		)	—			—
Operating profit	21,618			—			—		17,489			(2,421		)	36,686
Interest and financing expenses	(26,656		)	(10,771		)	—		1,681			—			(35,746		)
Intergroup interest and financing expenses	(5,914		)	9,061			—		(3,147		)	—			—
Other income (expenses), net	28,568			(50,052		)	—		71,441			—			49,957
Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments	17,616			(51,762		)	—		87,464			(2,421		)	50,897
Income tax expense (benefit)	10,892			(6,928		)	—		11,068			(892		)	14,140
Income (loss) from continuing operations before equity in net income of unconsolidated investments	6,724			(44,834		)	—		76,396			(1,529		)	36,757
Equity in net income of unconsolidated investments (net of tax)	2,019			—			—		8,373			—			10,392
Net income (loss) from continuing operations	8,743			(44,834		)	—		84,769			(1,529		)	47,149
Income (loss) from discontinued operations (net of tax)	—			—			—		—			—			—
Equity in undistributed earnings of subsidiaries	34,372			53,732			8,898		8,898			(105,900		)	—
Net income	43,115			8,898			8,898		93,667			(107,429		)	47,149
Net income attributable to noncontrolling interests	—			—			—		(4,034		)	—			(4,034		)
Net income attributable to Albemarle Corporation	$	43,115		$	8,898		$	8,898	$	89,633		$	(107,429	)	$	43,115

Condensed Consolidating Statement of Comprehensive Loss

Three Months Ended March 31, 2015

(In Thousands)	Parent Company Guarantor			Issuer			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net income	$	43,115		$	8,898		$	8,898		$	93,667		$	(107,429	)	$	47,149
Total other comprehensive loss, net of tax	(299,869		)	(248,250		)	(248,250		)	(635,434		)	1,131,834			(299,969		)
Comprehensive loss	(256,754		)	(239,352		)	(239,352		)	(541,767		)	1,024,405			(252,820		)
Comprehensive income attributable to noncontrolling interests	—			—			—			(3,934		)	—			(3,934		)
Comprehensive loss attributable to Albemarle Corporation	$	(256,754	)	$	(239,352	)	$	(239,352	)	$	(545,701	)	$	1,024,405		$	(256,754	)

Condensed Consolidating Statement of Income

Three Months Ended March 31, 2014

(In Thousands)	Parent Company Guarantor			Issuer		Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net sales	$	376,324		$	—	$	—	$	383,831		$	(160,312	)	$	599,843
Cost of goods sold	261,593			—		—		303,361			(160,710		)	404,244
Gross profit	114,731			—		—		80,470			398			195,599
Selling, general and administrative expenses	55,769			—		—		22,335			—			78,104
Research and development expenses	14,156			—		—		8,416			—			22,572
Restructuring and other charges, net	3,000			—		—		14,000			—			17,000
Intercompany service fee	5,070			—		—		(5,070		)	—			—
Operating profit	36,736			—		—		40,789			398			77,923
Interest and financing expenses	(8,798		)	—		—		25			—			(8,773		)
Other income, net	208			—		—		935			—			1,143
Income from continuing operations before income taxes and equity in net income of unconsolidated investments	28,146			—		—		41,749			398			70,293
Income tax expense	10,371			—		—		2,674			145			13,190
Income from continuing operations before equity in net income of unconsolidated investments	17,775			—		—		39,075			253			57,103
Equity in net income of unconsolidated investments (net of tax)	1,936			—		—		6,965			—			8,901
Net income from continuing operations	19,711			—		—		46,040			253			66,004
Loss from discontinued operations (net of tax)	(413		)	—		—		(1,356		)	—			(1,769		)
Equity in undistributed earnings of subsidiaries	37,285			—		—		—			(37,285		)	—
Net income	56,583			—		—		44,684			(37,032		)	64,235
Net income attributable to noncontrolling interests	—			—		—		(7,652		)	—			(7,652		)
Net income attributable to Albemarle Corporation	$	56,583		$	—	$	—	$	37,032		$	(37,032	)	$	56,583

Condensed Consolidating Statement of Comprehensive Income

Three Months Ended March 31, 2014

(In Thousands)	Parent Company Guarantor			Issuer		Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net income	$	56,583		$	—	$	—	$	44,684		$	(37,032	)	$	64,235
Total other comprehensive loss, net of tax	(9,318		)	—		—		(5,262		)	5,045			(9,535		)
Comprehensive income	47,265			—		—		39,422			(31,987		)	54,700
Comprehensive income attributable to noncontrolling interests	—			—		—		(7,435		)	—			(7,435		)
Comprehensive income attributable to Albemarle Corporation	$	47,265		$	—	$	—	$	31,987		$	(31,987	)	$	47,265

Condensed Consolidating Balance Sheet

March 31, 2015

(In Thousands)	Parent Company Guarantor			Issuer			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	2,263		$	2,054		$	—		$	257,104		$	—		$	261,421
Trade accounts receivable, less allowance for doubtful accounts	105,835			—			—			521,130			—			626,965
Other accounts receivable	12,518			23,216			—			47,299			—			83,033
Intergroup receivable	56,069			49			—			40,953			(97,071		)	—
Inventories	201,563			—			—			431,877			(13,263		)	620,177
Other current assets	88,100			—			—			104,692			(97,845		)	94,947
Total current assets	466,348			25,319			—			1,403,055			(208,179		)	1,686,543
Property, plant and equipment, at cost	1,737,949			—			—			2,283,684			—			4,021,633
Less accumulated depreciation and amortization	1,060,877			—			—			343,729			—			1,404,606
Net property, plant and equipment	677,072			—			—			1,939,955			—			2,617,027
Investments	74,362			4,891			—			573,719			—			652,972
Investment in subsidiaries	6,963,998			4,735,428			6,368,687			6,368,690			(24,436,803		)	—
Other assets	28,247			12,319			—			152,245			(12,599		)	180,212
Goodwill	49,214			—			—			2,660,456			—			2,709,670
Other intangibles, net of amortization	20,282			—			—			1,928,053			—			1,948,335
Intergroup receivable	—			3,311,210			61			1,817,653			(5,128,924		)	—
Total assets	$	8,279,523		$	8,089,167		$	6,368,748		$	16,843,826		$	(29,786,505	)	$	9,794,759
Liabilities and Equity
Current liabilities:
Accounts payable	$	119,879		$	—		$	—		$	220,936		$	—		$	340,815
Intergroup payable	40,939			—			36			56,096			(97,071		)	—
Accrued expenses	154,992			119,221			—			279,734			—			553,947
Current portion of long-term debt	461,767			—			—			10,042			—			471,809
Dividends payable	32,261			—			—			—			—			32,261
Income taxes payable	—			97,845			—			58,404			(98,737		)	57,512
Total current liabilities	809,838			217,066			36			625,212			(195,808		)	1,456,344
Long-term debt	2,218,848			1,291,442			—			31,022			—			3,541,312
Postretirement benefits	55,578			—			—			—			(280		)	55,298
Pension benefits	125,659			—			—			325,533			—			451,192
Intergroup payable	1,804,370			153,002			863,757			2,307,795			(5,128,924		)	—
Other noncurrent liabilities	52,263			58,970			—			130,738			—			241,971
Deferred income taxes	103,584			—			—			710,047			(12,319		)	801,312
Commitments and contingencies
Equity:
Albemarle Corporation shareholders’ equity:
Common stock	1,122			—			—			6,808			(6,808		)	1,122
Additional paid-in capital	2,049,309			6,608,039			5,744,307			12,117,045			(24,469,391		)	2,049,309
Accumulated other comprehensive loss	(362,282		)	(248,250		)	(248,250		)	(686,412		)	1,182,912			(362,282		)
Retained earnings	1,421,234			8,898			8,898			1,138,091			(1,155,887		)	1,421,234
Total Albemarle Corporation shareholders’ equity	3,109,383			6,368,687			5,504,955			12,575,532			(24,449,174		)	3,109,383
Noncontrolling interests	—			—			—			137,947			—			137,947
Total equity	3,109,383			6,368,687			5,504,955			12,713,479			(24,449,174		)	3,247,330
Total liabilities and equity	$	8,279,523		$	8,089,167		$	6,368,748		$	16,843,826		$	(29,786,505	)	$	9,794,759

Condensed Consolidating Balance Sheet

December 31, 2014

(In Thousands)	Parent Company Guarantor			Issuer		Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	1,930,802		$	—	$	—	$	558,966		$	—		$	2,489,768
Trade accounts receivable, less allowance for doubtful accounts	91,849			—		—		293,363			—			385,212
Other accounts receivable	19,033			—		—		30,390			—			49,423
Intergroup receivable	74,102			—		—		18,097			(92,199		)	—
Inventories	201,006			—		—		171,543			(14,188		)	358,361
Other current assets	45,901			—		—		25,111			(4,926		)	66,086
Total current assets	2,362,693			—		—		1,097,470			(111,313		)	3,348,850
Property, plant and equipment, at cost	1,726,690			—		—		893,980			—			2,620,670
Less accumulated depreciation and amortization	1,047,372			—		—		341,430			—			1,388,802
Net property, plant and equipment	679,318			—		—		552,550			—			1,231,868
Investments	73,500			—		—		120,542			—			194,042
Investment in subsidiaries	1,551,071			—		—		—			(1,551,071		)	—
Other assets	35,837			—		—		125,119			—			160,956
Goodwill	49,212			—		—		194,050			—			243,262
Other intangibles, net of amortization	20,834			—		—		23,291			—			44,125
Total assets	$	4,772,465		$	—	$	—	$	2,113,022		$	(1,662,384	)	$	5,223,103
Liabilities and Equity
Current liabilities:
Accounts payable	$	122,479		$	—	$	—	$	109,226		$	—		$	231,705
Intergroup payable	18,097			—		—		74,102			(92,199		)	—
Accrued expenses	84,619			—		—		81,555			—			166,174
Current portion of long-term debt	692,280			—		—		18,816			—			711,096
Dividends payable	21,458			—		—		—			—			21,458
Income taxes payable	1,396			—		—		7,944			113			9,453
Total current liabilities	940,329			—		—		291,643			(92,086		)	1,139,886
Long-term debt	2,214,755			—		—		8,280			—			2,223,035
Postretirement benefits	56,424			—		—		—			—			56,424
Pension benefits	128,238			—		—		42,296			—			170,534
Other noncurrent liabilities	51,936			—		—		35,769			—			87,705
Deferred income taxes	21,318			—		—		35,566			—			56,884
Commitments and contingencies
Equity:
Albemarle Corporation shareholders’ equity:
Common stock	780			—		—		6,808			(6,808		)	780
Additional paid-in capital	10,447			—		—		553,172			(553,172		)	10,447
Accumulated other comprehensive loss	(62,413		)	—		—		(51,073		)	51,073			(62,413		)
Retained earnings	1,410,651			—		—		1,061,391			(1,061,391		)	1,410,651
Total Albemarle Corporation shareholders’ equity	1,359,465			—		—		1,570,298			(1,570,298		)	1,359,465
Noncontrolling interests	—			—		—		129,170			—			129,170
Total equity	1,359,465			—		—		1,699,468			(1,570,298		)	1,488,635
Total liabilities and equity	$	4,772,465		$	—	$	—	$	2,113,022		$	(1,662,384	)	$	5,223,103

Condensed Consolidating Statement Of Cash Flows

Three Months Ended March 31, 2015

(In Thousands)	Parent Company Guarantor			Issuer			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Cash and cash equivalents at beginning of year	$	1,930,802		$	—		$	—		$	558,966		$	—		$	2,489,768
Cash flows from operating activities:
Net cash provided by (used in) operating activities	46,397			(18,203		)	82			26,593			(9,078		)	45,791
Cash flows from investing activities:
Acquisition of Rockwood, net of cash acquired	(3,597,083		)	159,409			—			1,386,029			—			(2,051,645		)
Acquisition of remaining interest in Shanghai Chemetall, net of cash acquired	—			—			—			(45,550		)	—			(45,550		)
Capital expenditures	(19,876		)	—			—			(36,865		)	—			(56,741		)
Decrease in restricted cash	—			—			—			57,550			—			57,550
Sales of marketable securities, net	1,557			—			—			—			—			1,557
Proceeds from repayment of advance to joint venture	2,156			—			—			—			—			2,156
Proceeds from intercompany investing related activity	—			891,290			—			82			(891,372		)	—
Intercompany investing related payments	—			(1,028,367		)	—			(1,175,700		)	2,204,067			—
Net cash (used in) provided by investing activities	(3,613,246		)	22,332			—			185,546			1,312,695			(2,092,673		)
Cash flows from financing activities:
Repayments of long-term debt	(1,325,102		)	—			—			(1,161		)	—			(1,326,263		)
Proceeds from borrowings of long-term debt	1,000,000			—			—			—			—			1,000,000
Other borrowings (repayments), net	184,418			—			—			(16,847		)	—			167,571
Dividends paid to shareholders	(21,730		)	—			—			—			—			(21,730		)
Intercompany dividends paid	—			—			—			(9,078		)	9,078			—
Proceeds from exercise of stock options	90			—			—			—			—			90
Excess tax benefits realized from stock-based compensation arrangements	23			—			—			—			—			23
Withholding taxes paid on stock-based compensation award distributions	(1,174		)	—			—			—			—			(1,174		)
Debt financing costs	(1,164		)	—			—			—			—			(1,164		)
Proceeds from intercompany financing related activity	1,829,770			—			—			374,297			(2,204,067		)	—
Intercompany financing related payments	(28,039		)	—			(82		)	(863,251		)	891,372			—
Net cash provided by (used in) financing activities	1,637,092			—			(82		)	(516,040		)	(1,303,617		)	(182,647		)
Net effect of foreign exchange on cash and cash equivalents	1,218			(2,075		)	—			2,039			—			1,182
(Decrease) increase in cash and cash equivalents	(1,928,539		)	2,054			—			(301,862		)	—			(2,228,347		)
Cash and cash equivalents at end of period	$	2,263		$	2,054		$	—		$	257,104		$	—		$	261,421

Condensed Consolidating Statement Of Cash Flows

Three Months Ended March 31, 2014

(In Thousands)	Parent Company Guarantor			Issuer		Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating Adjustments		Consolidated Total
Cash and cash equivalents at beginning of year	$	88,476		$	—	$	—	$	388,763		$	—	$	477,239
Cash flows from operating activities:
Net cash provided by operating activities	58,984			—		—		90,189			—		149,173
Cash flows from investing activities:
Capital expenditures	(14,325		)	—		—		(9,342		)	—		(23,667		)
Sales of (investments in) marketable securities, net	2,163			—		—		(12		)	—		2,151
Net cash used in investing activities	(12,162		)	—		—		(9,354		)	—		(21,516		)
Cash flows from financing activities:
Repayments of long-term debt	(101		)	—		—		—			—		(101		)
Other borrowings (repayments), net	—			—		—		(8,434		)	—		(8,434		)
Dividends paid to shareholders	(19,582		)	—		—		—			—		(19,582		)
Repurchases of common stock	(50,000		)	—		—		—			—		(50,000		)
Proceeds from exercise of stock options	1,255			—		—		—			—		1,255
Excess tax benefits realized from stock-based compensation arrangements	586			—		—		—			—		586
Withholding taxes paid on stock-based compensation award distributions	(2,968		)	—		—		—			—		(2,968		)
Debt financing costs	(1,370		)	—		—		—			—		(1,370		)
Net cash used in financing activities	(72,180		)	—		—		(8,434		)	—		(80,614		)
Net effect of foreign exchange on cash and cash equivalents	—			—		—		(239		)	—		(239		)
(Decrease) increase in cash and cash equivalents	(25,358		)	—		—		72,162			—		46,804
Cash and cash equivalents at end of period	$	63,118		$	—	$	—	$	460,925		$	—	$	524,043