Consolidating Guarantor Financial Information

9 Months Ended

Sep. 30, 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”) were 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 were general senior unsecured obligations of the Guarantor Subsidiaries and ranked 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 were released when the 4.625% senior notes were repaid on October 15, 2015.

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 September 30, 2015

(In Thousands)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net sales	$	357,269		$	—		$	734,109		$	(186,285	)	$	905,093
Cost of goods sold	252,634			—			526,534			(186,285		)	592,883
Gross profit	104,635			—			207,575			—			312,210
Selling, general and administrative expenses	40,721			—			96,894			—			137,615
Research and development expenses	12,874			—			12,421			—			25,295
Restructuring and other, net	(61		)	—			(6,743		)	—			(6,804		)
Acquisition and integration related costs	28,479			—			14,319			—			42,798
Intercompany service fee	5,914			—			(5,914		)	—			—
Operating profit	16,708			—			96,598			—			113,306
Interest and financing expenses	(21,758		)	(12,546		)	2,246			—			(32,058		)
Intergroup interest and financing expenses	(8,697		)	15,147			(6,450		)	—			—
Other income (expenses), net	(2,320		)	4,376			(1,590		)	—			466
Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments	(16,067		)	6,977			90,804			—			81,714
Income tax expense (benefit)	(9,491		)	4,020			22,363			—			16,892
Income (loss) from continuing operations before equity in net income of unconsolidated investments	(6,576		)	2,957			68,441			—			64,822
Equity in net income of unconsolidated investments (net of tax)	1,315			—			4,735			—			6,050
Net income (loss) from continuing operations	(5,261		)	2,957			73,176			—			70,872
Income (loss) from discontinued operations (net of tax)	—			—			—			—			—
Equity in undistributed earnings of subsidiaries	70,653			33,465			18,211			(122,329		)	—
Net income	65,392			36,422			91,387			(122,329		)	70,872
Net income attributable to noncontrolling interests	—			—			(5,480		)	—			(5,480		)
Net income attributable to Albemarle Corporation	$	65,392		$	36,422		$	85,907		$	(122,329	)	$	65,392

Condensed Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended September 30, 2015

(In Thousands)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net income	$	65,392		$	36,422		$	91,387		$	(122,329	)	$	70,872
Total other comprehensive loss, net of tax	(70,007		)	(103,764		)	(118,228		)	221,595			(70,404		)
Comprehensive income (loss)	(4,615		)	(67,342		)	(26,841		)	99,266			468
Comprehensive income attributable to noncontrolling interests	—			—			(5,083		)	—			(5,083		)
Comprehensive loss attributable to Albemarle Corporation	$	(4,615	)	$	(67,342	)	$	(31,924	)	$	99,266		$	(4,615	)

Condensed Consolidating Statement of Income

Nine Months Ended September 30, 2015

(In Thousands)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net sales	$	1,109,661		$	—		$	2,153,749		$	(542,428	)	$	2,720,982
Cost of goods sold	767,626			—			1,622,121			(540,007		)	1,849,740
Gross profit	342,035			—			531,628			(2,421		)	871,242
Selling, general and administrative expenses	127,591			46			293,455			—			421,092
Research and development expenses	39,143			—			37,980			—			77,123
Restructuring and other, net	(61		)	—			(6,743		)	—			(6,804		)
Acquisition and integration related costs	86,648			—			39,839			—			126,487
Intercompany service fee	17,557			—			(17,557		)	—			—
Operating profit (loss)	71,157			(46		)	184,654			(2,421		)	253,344
Interest and financing expenses	(70,279		)	(36,257		)	5,550			—			(100,986		)
Intergroup interest and financing expenses	(23,143		)	40,862			(17,719		)	—			—
Other income (expenses), net	6,624			(26,844		)	71,184			—			50,964
Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments	(15,641		)	(22,285		)	243,669			(2,421		)	203,322
Income tax expense (benefit)	(1,148		)	6,992			43,219			(892		)	48,171
Income (loss) from continuing operations before equity in net income of unconsolidated investments	(14,493		)	(29,277		)	200,450			(1,529		)	155,151
Equity in net income of unconsolidated investments (net of tax)	5,072			—			17,164			—			22,236
Net income (loss) from continuing operations	(9,421		)	(29,277		)	217,614			(1,529		)	177,387
Income (loss) from discontinued operations (net of tax)	—			—			—			—			—
Equity in undistributed earnings of subsidiaries	170,075			117,147			43,935			(331,157		)	—
Net income	160,654			87,870			261,549			(332,686		)	177,387
Net income attributable to noncontrolling interests	—			—			(16,733		)	—			(16,733		)
Net income attributable to Albemarle Corporation	$	160,654		$	87,870		$	244,816		$	(332,686	)	$	160,654

Condensed Consolidating Statement of Comprehensive Loss

Nine Months Ended September 30, 2015

(In Thousands)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net income	$	160,654		$	87,870		$	261,549		$	(332,686	)	$	177,387
Total other comprehensive loss, net of tax	(324,000		)	(538,439		)	(662,793		)	1,200,684			(324,548		)
Comprehensive loss	(163,346		)	(450,569		)	(401,244		)	867,998			(147,161		)
Comprehensive income attributable to noncontrolling interests	—			—			(16,185		)	—			(16,185		)
Comprehensive loss attributable to Albemarle Corporation	$	(163,346	)	$	(450,569	)	$	(417,429	)	$	867,998		$	(163,346	)

Condensed Consolidating Statement of Income

Three Months Ended September 30, 2014

(In Thousands)	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net sales	$	403,072		$	—	$	424,423		$	(185,077	)	$	642,418
Cost of goods sold	275,187			—		342,149			(180,364		)	436,972
Gross profit	127,885			—		82,274			(4,713		)	205,446
Selling, general and administrative expenses	42,836			—		23,176			—			66,012
Research and development expenses	13,959			—		8,448			—			22,407
Restructuring and other, net	(2,197		)	—		2,490			—			293
Acquisition and integration related costs	10,261			—		—			—			10,261
Intercompany service fee	11,664			—		(11,664		)	—			—
Operating profit	51,362			—		59,824			(4,713		)	106,473
Interest and financing expenses	(8,791		)	—		42			—			(8,749		)
Other income (expenses), net	(3,151		)	—		(3,467		)	—			(6,618		)
Income from continuing operations before income taxes and equity in net income of unconsolidated investments	39,420			—		56,399			(4,713		)	91,106
Income tax expense	7,636			—		5,823			(1,722		)	11,737
Income from continuing operations before equity in net income of unconsolidated investments	31,784			—		50,576			(2,991		)	79,369
Equity in net income of unconsolidated investments (net of tax)	997			—		7,653			—			8,650
Net income from continuing operations	32,781			—		58,229			(2,991		)	88,019
Loss from discontinued operations (net of tax)	608			—		(7,287		)	—			(6,679		)
Equity in undistributed earnings of subsidiaries	39,405			—		—			(39,405		)	—
Net income	72,794			—		50,942			(42,396		)	81,340
Net income attributable to noncontrolling interests	—			—		(8,546		)	—			(8,546		)
Net income attributable to Albemarle Corporation	$	72,794		$	—	$	42,396		$	(42,396	)	$	72,794

Condensed Consolidating Statement of Comprehensive Loss

Three Months Ended September 30, 2014

(In Thousands)	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net income	$	72,794		$	—	$	50,942		$	(42,396	)	$	81,340
Total other comprehensive loss, net of tax	(101,295		)	—		(100,260		)	100,135			(101,420		)
Comprehensive loss	(28,501		)	—		(49,318		)	57,739			(20,080		)
Comprehensive income attributable to noncontrolling interests	—			—		(8,421		)	—			(8,421		)
Comprehensive loss attributable to Albemarle Corporation	$	(28,501	)	$	—	$	(57,739	)	$	57,739		$	(28,501	)

Condensed Consolidating Statement of Income

Nine Months Ended September 30, 2014

(In Thousands)	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net sales	$	1,198,531		$	—	$	1,169,507		$	(521,056	)	$	1,846,982
Cost of goods sold	804,764			—		953,726			(519,916		)	1,238,574
Gross profit	393,767			—		215,781			(1,140		)	608,408
Selling, general and administrative expenses	141,411			—		69,716			—			211,127
Research and development expenses	41,772			—		25,144			—			66,916
Restructuring and other, net	8,049			—		12,576			—			20,625
Acquisition and integration related costs	15,104			—		—			—			15,104
Intercompany service fee	23,672			—		(23,672		)	—			—
Operating profit	163,759			—		132,017			(1,140		)	294,636
Interest and financing expenses	(26,320		)	—		65			—			(26,255		)
Intergroup interest and financing expenses	6,010			—		(6,010		)	—			—
Other income (expenses), net	(2,161		)	—		(4,293		)	—			(6,454		)
Income from continuing operations before income taxes and equity in net income of unconsolidated investments	141,288			—		121,779			(1,140		)	261,927
Income tax expense	40,156			—		6,960			(416		)	46,700
Income from continuing operations before equity in net income of unconsolidated investments	101,132			—		114,819			(724		)	215,227
Equity in net income of unconsolidated investments (net of tax)	4,926			—		23,274			—			28,200
Net income from continuing operations	106,058			—		138,093			(724		)	243,427
Loss from discontinued operations (net of tax)	(20,549		)	—		(47,924		)	—			(68,473		)
Equity in undistributed earnings of subsidiaries	66,315			—		—			(66,315		)	—
Net income	151,824			—		90,169			(67,039		)	174,954
Net income attributable to noncontrolling interests	—			—		(23,130		)	—			(23,130		)
Net income attributable to Albemarle Corporation	$	151,824		$	—	$	67,039		$	(67,039	)	$	151,824

Condensed Consolidating Statement of Comprehensive Income (Loss)

Nine Months Ended September 30, 2014

(In Thousands)	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net income	$	151,824		$	—	$	90,169		$	(67,039	)	$	174,954
Total other comprehensive loss, net of tax	(117,896		)	—		(106,319		)	105,916			(118,299		)
Comprehensive income (loss)	33,928			—		(16,150		)	38,877			56,655
Comprehensive income attributable to noncontrolling interests	—			—		(22,727		)	—			(22,727		)
Comprehensive income (loss) attributable to Albemarle Corporation	$	33,928		$	—	$	(38,877	)	$	38,877		$	33,928

Condensed Consolidating Balance Sheet

September 30, 2015

(In Thousands)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	4,416		$	1,103		$	228,971		$	—		$	234,490
Trade accounts receivable, less allowance for doubtful accounts	92,694			—			525,607			—			618,301
Other accounts receivable	15,031			23,915			37,325			—			76,271
Intergroup receivable	191,295			12,455			352,388			(556,138		)	—
Inventories	207,445			—			435,211			(13,263		)	629,393
Other current assets	51,717			—			121,821			(11,078		)	162,460
Total current assets	562,598			37,473			1,701,323			(580,479		)	1,720,915
Property, plant and equipment, at cost	1,765,817			—			2,331,104			—			4,096,921
Less accumulated depreciation and amortization	1,087,130			—			408,939			—			1,496,069
Net property, plant and equipment	678,687			—			1,922,165			—			2,600,852
Investments	74,429			4,891			374,549			—			453,869
Investment in subsidiaries	7,073,096			11,164,495			6,380,635			(24,618,226		)	—
Other assets	30,572			3,250			157,527			—			191,349
Goodwill	49,212			—			2,761,874			—			2,811,086
Other intangibles, net of amortization	19,265			—			1,877,728			—			1,896,993
Intergroup receivable	—			3,307,998			1,847,122			(5,155,120		)	—
Total assets	$	8,487,859		$	14,518,107		$	17,022,923		$	(30,353,825	)	$	9,675,064
Liabilities and Equity
Current liabilities:
Accounts payable	$	121,835		$	—		$	249,814		$	—		$	371,649
Intergroup payable	365,452			102,086			88,600			(556,138		)	—
Accrued expenses	189,637			137,161			240,134			—			566,932
Current portion of long-term debt	272,994			—			11,374			—			284,368
Dividends payable	32,295			—			—			—			32,295
Income taxes payable	—			11,076			68,196			(11,968		)	67,304
Total current liabilities	982,213			250,323			658,118			(568,106		)	1,322,548
Long-term debt	2,230,720			1,287,643			40,601			—			3,558,964
Postretirement benefits	55,401			—			—			—			55,401
Pension benefits	120,593			—			330,463			—			451,056
Intergroup payable	1,810,546			1,019,458			2,325,116			(5,155,120		)	—
Other noncurrent liabilities	53,933			57,995			138,809			—			250,737
Deferred income taxes	89,964			3,031			668,849			—			761,844
Commitments and contingencies
Equity:
Albemarle Corporation shareholders’ equity:
Common stock	1,122			—			6,808			(6,808		)	1,122
Additional paid-in capital	2,056,082			12,350,226			12,159,684			(24,509,910		)	2,056,082
Accumulated other comprehensive loss	(386,413		)	(538,439		)	(713,001		)	1,251,440			(386,413		)
Retained earnings	1,473,698			87,870			1,277,451			(1,365,321		)	1,473,698
Total Albemarle Corporation shareholders’ equity	3,144,489			11,899,657			12,730,942			(24,630,599		)	3,144,489
Noncontrolling interests	—			—			130,025			—			130,025
Total equity	3,144,489			11,899,657			12,860,967			(24,630,599		)	3,274,514
Total liabilities and equity	$	8,487,859		$	14,518,107		$	17,022,923		$	(30,353,825	)	$	9,675,064

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

Nine Months Ended September 30, 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	369,333			(48,867		)	19,839			(23,402		)	316,903
Cash flows from investing activities:
Acquisition of Rockwood, net of cash acquired	(3,597,083		)	159,409			1,386,029			—			(2,051,645		)
Other acquisitions, net of cash acquired	—			—			(48,845		)	—			(48,845		)
Capital expenditures	(51,900		)	—			(112,668		)	—			(164,568		)
Decrease in restricted cash	—			—			57,550			—			57,550
Cash proceeds from divestitures, net	—			—			6,133			—			6,133
Return of capital	—			—			98,000			—			98,000
Sales of (investments in) marketable securities, net	1,271			—			(6		)	—			1,265
Repayments from (long-term advances to) joint ventures	2,156			—			—			—			2,156
Proceeds from intercompany investing related activity	—			1,213,717			82			(1,213,799		)	—
Intercompany investing related payments	—			(1,324,960		)	(1,341,728		)	2,666,688			—
Net cash (used in) provided by investing activities	(3,645,556		)	48,166			44,547			1,452,889			(2,099,954		)
Cash flows from financing activities:
Repayments of long-term debt	(1,325,104		)	—			(7,189		)	—			(1,332,293		)
Proceeds from borrowings of long-term debt	1,000,000			—			—			—			1,000,000
Repayments of other borrowings, net	(16,018		)	—			(836		)	—			(16,854		)
Dividends paid to shareholders	(86,770		)	—			—			—			(86,770		)
Dividends paid to noncontrolling interests	—			—			(23,195		)	—			(23,195		)
Intercompany dividends paid	—			—			(23,402		)	23,402			—
Proceeds from exercise of stock options	342			—			—			—			342
Excess tax benefits realized from stock-based compensation arrangements	59			—			—			—			59
Withholding taxes paid on stock-based compensation award distributions	(1,218		)	—			—			—			(1,218		)
Debt financing costs	(4,186		)	—			—			—			(4,186		)
Other	—			—			(3,882		)	—			(3,882		)
Proceeds from intercompany financing related activity	1,845,770			—			820,918			(2,666,688		)	—
Intercompany financing related payments	(62,039		)	(82		)	(1,151,678		)	1,213,799			—
Net cash provided by (used in) financing activities	1,350,836			(82		)	(389,264		)	(1,429,487		)	(467,997		)
Net effect of foreign exchange on cash and cash equivalents	(999		)	1,886			(5,117		)	—			(4,230		)
(Decrease) increase in cash and cash equivalents	(1,926,386		)	1,103			(329,995		)	—			(2,255,278		)
Cash and cash equivalents at end of period	$	4,416		$	1,103		$	228,971		$	—		$	234,490

Condensed Consolidating Statement Of Cash Flows

Nine Months Ended September 30, 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	203,834			—		232,718			(6,010		)	430,542
Cash flows from investing activities:
Capital expenditures	(57,124		)	—		(19,558		)	—			(76,682		)
Cash proceeds from divestitures, net	97,523			—		7,195			—			104,718
Sales of (investments in) marketable securities, net	962			—		(19		)	—			943
Repayments from (long-term advances to) joint ventures	—			—		(7,499		)	—			(7,499		)
Net cash provided by (used in) investing activities	41,361			—		(19,881		)	—			21,480
Cash flows from financing activities:
Repayments of long-term debt	(108		)	—		(2,915		)	—			(3,023		)
Repayments of other borrowings, net	(7,124		)	—		(16,430		)	—			(23,554		)
Dividends paid to shareholders	(62,827		)	—		—			—			(62,827		)
Dividends paid to noncontrolling interests	—			—		(7,612		)	—			(7,612		)
Intercompany dividends paid	—			—		(6,010		)	6,010			—
Repurchases of common stock	(150,000		)	—		—			—			(150,000		)
Proceeds from exercise of stock options	2,713			—		—			—			2,713
Excess tax benefits realized from stock-based compensation arrangements	836			—		—			—			836
Withholding taxes paid on stock-based compensation award distributions	(3,208		)	—		—			—			(3,208		)
Debt financing costs	(3,074		)	—		—			—			(3,074		)
Net cash used in financing activities	(222,792		)	—		(32,967		)	6,010			(249,749		)
Net effect of foreign exchange on cash and cash equivalents	—			—		(26,392		)	—			(26,392		)
Increase in cash and cash equivalents	22,403			—		153,478			—			175,881
Cash and cash equivalents at end of period	$	110,879		$	—	$	542,241		$	—		$	653,120

The 4.625% senior notes issued in September 2012 by RSGI (the “Issuer”) were 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 ranked equally in right of payment with all existing and future senior unsecured indebtedness and other obligations of the Guarantors that were not, by their terms, otherwise expressly subordinated. The note guarantees were released when the 4.625% senior notes were repaid on October 15, 2015.

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 September 30, 2015

(In Thousands)	Parent Company Guarantor			Issuer			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net sales	$	357,269		$	—		$	—	$	734,109		$	(186,285	)	$	905,093
Cost of goods sold	252,634			—			—		526,534			(186,285		)	592,883
Gross profit	104,635			—			—		207,575			—			312,210
Selling, general and administrative expenses	40,721			—			—		96,894			—			137,615
Research and development expenses	12,874			—			—		12,421			—			25,295
Restructuring and other, net	(61		)	—			—		(6,743		)	—			(6,804		)
Acquisition and integration related costs	28,479			—			—		14,319			—			42,798
Intercompany service fee	5,914			—			—		(5,914		)	—			—
Operating profit	16,708			—			—		96,598			—			113,306
Interest and financing expenses	(21,758		)	(12,546		)	—		2,246			—			(32,058		)
Intergroup interest and financing expenses	(8,697		)	15,147			—		(6,450		)	—			—
Other income (expenses), net	(2,320		)	4,376			—		(1,590		)	—			466
Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments	(16,067		)	6,977			—		90,804			—			81,714
Income tax expense (benefit)	(9,491		)	4,020			—		22,363			—			16,892
Income (loss) from continuing operations before equity in net income of unconsolidated investments	(6,576		)	2,957			—		68,441			—			64,822
Equity in net income of unconsolidated investments (net of tax)	1,315			—			—		4,735			—			6,050
Net income (loss) from continuing operations	(5,261		)	2,957			—		73,176			—			70,872
Income (loss) from discontinued operations (net of tax)	—			—			—		—			—			—
Equity in undistributed earnings of subsidiaries	70,653			15,254			18,211		18,211			(122,329		)	—
Net income	65,392			18,211			18,211		91,387			(122,329		)	70,872
Net income attributable to noncontrolling interests	—			—			—		(5,480		)	—			(5,480		)
Net income attributable to Albemarle Corporation	$	65,392		$	18,211		$	18,211	$	85,907		$	(122,329	)	$	65,392

Condensed Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended September 30, 2015

(In Thousands)	Parent Company Guarantor			Issuer			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net income	$	65,392		$	18,211		$	18,211		$	91,387		$	(122,329	)	$	70,872
Total other comprehensive loss, net of tax	(70,007		)	(51,882		)	(51,882		)	(118,228		)	221,595			(70,404		)
Comprehensive income (loss)	(4,615		)	(33,671		)	(33,671		)	(26,841		)	99,266			468
Comprehensive income attributable to noncontrolling interests	—			—			—			(5,083		)	—			(5,083		)
Comprehensive loss attributable to Albemarle Corporation	$	(4,615	)	$	(33,671	)	$	(33,671	)	$	(31,924	)	$	99,266		$	(4,615	)

Condensed Consolidating Statement of Income

Nine Months Ended September 30, 2015

(In Thousands)	Parent Company Guarantor			Issuer			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net sales	$	1,109,661		$	—		$	—	$	2,153,749		$	(542,428	)	$	2,720,982
Cost of goods sold	767,626			—			—		1,622,121			(540,007		)	1,849,740
Gross profit	342,035			—			—		531,628			(2,421		)	871,242
Selling, general and administrative expenses	127,591			46			—		293,455			—			421,092
Research and development expenses	39,143			—			—		37,980			—			77,123
Restructuring and other, net	(61		)	—			—		(6,743		)	—			(6,804		)
Acquisition and integration related costs	86,648			—			—		39,839			—			126,487
Intercompany service fee	17,557			—			—		(17,557		)	—			—
Operating profit (loss)	71,157			(46		)	—		184,654			(2,421		)	253,344
Interest and financing expenses	(70,279		)	(36,257		)	—		5,550			—			(100,986		)
Intergroup interest and financing expenses	(23,143		)	40,862			—		(17,719		)	—			—
Other income (expenses), net	6,624			(26,844		)	—		71,184			—			50,964
Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments	(15,641		)	(22,285		)	—		243,669			(2,421		)	203,322
Income tax expense (benefit)	(1,148		)	6,992			—		43,219			(892		)	48,171
Income (loss) from continuing operations before equity in net income of unconsolidated investments	(14,493		)	(29,277		)	—		200,450			(1,529		)	155,151
Equity in net income of unconsolidated investments (net of tax)	5,072			—			—		17,164			—			22,236
Net income (loss) from continuing operations	(9,421		)	(29,277		)	—		217,614			(1,529		)	177,387
Income (loss) from discontinued operations (net of tax)	—			—			—		—			—			—
Equity in undistributed earnings of subsidiaries	170,075			73,212			43,935		43,935			(331,157		)	—
Net income	160,654			43,935			43,935		261,549			(332,686		)	177,387
Net income attributable to noncontrolling interests	—			—			—		(16,733		)	—			(16,733		)
Net income attributable to Albemarle Corporation	$	160,654		$	43,935		$	43,935	$	244,816		$	(332,686	)	$	160,654

Condensed Consolidating Statement of Comprehensive Loss

Nine Months Ended September 30, 2015

(In Thousands)	Parent Company Guarantor			Issuer			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net income	$	160,654		$	43,935		$	43,935		$	261,549		$	(332,686	)	$	177,387
Total other comprehensive loss, net of tax	(324,000		)	(269,219		)	(269,220		)	(662,793		)	1,200,684			(324,548		)
Comprehensive loss	(163,346		)	(225,284		)	(225,285		)	(401,244		)	867,998			(147,161		)
Comprehensive income attributable to noncontrolling interests	—			—			—			(16,185		)	—			(16,185		)
Comprehensive loss attributable to Albemarle Corporation	$	(163,346	)	$	(225,284	)	$	(225,285	)	$	(417,429	)	$	867,998		$	(163,346	)

Condensed Consolidating Statement of Income

Three Months Ended September 30, 2014

(In Thousands)	Parent Company Guarantor			Issuer		Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net sales	$	403,072		$	—	$	—	$	424,423		$	(185,077	)	$	642,418
Cost of goods sold	275,187			—		—		342,149			(180,364		)	436,972
Gross profit	127,885			—		—		82,274			(4,713		)	205,446
Selling, general and administrative expenses	42,836			—		—		23,176			—			66,012
Research and development expenses	13,959			—		—		8,448			—			22,407
Restructuring and other, net	(2,197		)	—		—		2,490			—			293
Acquisition and integration related costs	10,261			—		—		—			—			10,261
Intercompany service fee	11,664			—		—		(11,664		)	—			—
Operating profit	51,362			—		—		59,824			(4,713		)	106,473
Interest and financing expenses	(8,791		)	—		—		42			—			(8,749		)
Other income (expenses), net	(3,151		)	—		—		(3,467		)	—			(6,618		)
Income from continuing operations before income taxes and equity in net income of unconsolidated investments	39,420			—		—		56,399			(4,713		)	91,106
Income tax expense	7,636			—		—		5,823			(1,722		)	11,737
Income from continuing operations before equity in net income of unconsolidated investments	31,784			—		—		50,576			(2,991		)	79,369
Equity in net income of unconsolidated investments (net of tax)	997			—		—		7,653			—			8,650
Net income from continuing operations	32,781			—		—		58,229			(2,991		)	88,019
Loss from discontinued operations (net of tax)	608			—		—		(7,287		)	—			(6,679		)
Equity in undistributed earnings of subsidiaries	39,405			—		—		—			(39,405		)	—
Net income	72,794			—		—		50,942			(42,396		)	81,340
Net income attributable to noncontrolling interests	—			—		—		(8,546		)	—			(8,546		)
Net income attributable to Albemarle Corporation	$	72,794		$	—	$	—	$	42,396		$	(42,396	)	$	72,794

Condensed Consolidating Statement of Comprehensive Loss

Three Months Ended September 30, 2014

(In Thousands)	Parent Company Guarantor			Issuer		Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net income	$	72,794		$	—	$	—	$	50,942		$	(42,396	)	$	81,340
Total other comprehensive loss, net of tax	(101,295		)	—		—		(100,260		)	100,135			(101,420		)
Comprehensive loss	(28,501		)	—		—		(49,318		)	57,739			(20,080		)
Comprehensive income attributable to noncontrolling interests	—			—		—		(8,421		)	—			(8,421		)
Comprehensive loss attributable to Albemarle Corporation	$	(28,501	)	$	—	$	—	$	(57,739	)	$	57,739		$	(28,501	)

Condensed Consolidating Statement of Income

Nine Months Ended September 30, 2014

(In Thousands)	Parent Company Guarantor			Issuer		Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net sales	$	1,198,531		$	—	$	—	$	1,169,507		$	(521,056	)	$	1,846,982
Cost of goods sold	804,764			—		—		953,726			(519,916		)	1,238,574
Gross profit	393,767			—		—		215,781			(1,140		)	608,408
Selling, general and administrative expenses	141,411			—		—		69,716			—			211,127
Research and development expenses	41,772			—		—		25,144			—			66,916
Restructuring and other, net	8,049			—		—		12,576			—			20,625
Acquisition and integration related costs	15,104			—		—		—			—			15,104
Intercompany service fee	23,672			—		—		(23,672		)	—			—
Operating profit	163,759			—		—		132,017			(1,140		)	294,636
Interest and financing expenses	(26,320		)	—		—		65			—			(26,255		)
Intergroup interest and financing expenses	6,010			—		—		(6,010		)	—			—
Other income (expenses), net	(2,161		)	—		—		(4,293		)	—			(6,454		)
Income from continuing operations before income taxes and equity in net income of unconsolidated investments	141,288			—		—		121,779			(1,140		)	261,927
Income tax expense	40,156			—		—		6,960			(416		)	46,700
Income from continuing operations before equity in net income of unconsolidated investments	101,132			—		—		114,819			(724		)	215,227
Equity in net income of unconsolidated investments (net of tax)	4,926			—		—		23,274			—			28,200
Net income from continuing operations	106,058			—		—		138,093			(724		)	243,427
Loss from discontinued operations (net of tax)	(20,549		)	—		—		(47,924		)	—			(68,473		)
Equity in undistributed earnings of subsidiaries	66,315			—		—		—			(66,315		)	—
Net income	151,824			—		—		90,169			(67,039		)	174,954
Net income attributable to noncontrolling interests	—			—		—		(23,130		)	—			(23,130		)
Net income attributable to Albemarle Corporation	$	151,824		$	—	$	—	$	67,039		$	(67,039	)	$	151,824

Condensed Consolidating Statement of Comprehensive Income (Loss)

Nine Months Ended September 30, 2014

(In Thousands)	Parent Company Guarantor			Issuer		Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net income	$	151,824		$	—	$	—	$	90,169		$	(67,039	)	$	174,954
Total other comprehensive loss, net of tax	(117,896		)	—		—		(106,319		)	105,916			(118,299		)
Comprehensive income (loss)	33,928			—		—		(16,150		)	38,877			56,655
Comprehensive income attributable to noncontrolling interests	—			—		—		(22,727		)	—			(22,727		)
Comprehensive income (loss) attributable to Albemarle Corporation	$	33,928		$	—	$	—	$	(38,877	)	$	38,877		$	33,928

Condensed Consolidating Balance Sheet

September 30, 2015

(In Thousands)	Parent Company Guarantor			Issuer			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	4,416		$	1,103		$	—		$	228,971		$	—		$	234,490
Trade accounts receivable, less allowance for doubtful accounts	92,694			—			—			525,607			—			618,301
Other accounts receivable	15,031			23,915			—			37,325			—			76,271
Intergroup receivable	191,295			12,455			—			352,388			(556,138		)	—
Inventories	207,445			—			—			435,211			(13,263		)	629,393
Other current assets	51,717			—			—			121,821			(11,078		)	162,460
Total current assets	562,598			37,473			—			1,701,323			(580,479		)	1,720,915
Property, plant and equipment, at cost	1,765,817			—			—			2,331,104			—			4,096,921
Less accumulated depreciation and amortization	1,087,130			—			—			408,939			—			1,496,069
Net property, plant and equipment	678,687			—			—			1,922,165			—			2,600,852
Investments	74,429			4,891			—			374,549			—			453,869
Investment in subsidiaries	7,073,096			4,783,860			6,380,635			6,380,635			(24,618,226		)	—
Other assets	30,572			3,250			—			157,527			—			191,349
Goodwill	49,212			—			—			2,761,874			—			2,811,086
Other intangibles, net of amortization	19,265			—			—			1,877,728			—			1,896,993
Intergroup receivable	—			3,305,771			2,227			1,847,122			(5,155,120		)	—
Total assets	$	8,487,859		$	8,135,245		$	6,382,862		$	17,022,923		$	(30,353,825	)	$	9,675,064
Liabilities and Equity
Current liabilities:
Accounts payable	$	121,835		$	—		$	—		$	249,814		$	—		$	371,649
Intergroup payable	365,452			102,004			82			88,600			(556,138		)	—
Accrued expenses	189,637			137,161			—			240,134			—			566,932
Current portion of long-term debt	272,994			—			—			11,374			—			284,368
Dividends payable	32,295			—			—			—			—			32,295
Income taxes payable	—			11,076			—			68,196			(11,968		)	67,304
Total current liabilities	982,213			250,241			82			658,118			(568,106		)	1,322,548
Long-term debt	2,230,720			1,287,643			—			40,601			—			3,558,964
Postretirement benefits	55,401			—			—			—			—			55,401
Pension benefits	120,593			—			—			330,463			—			451,056
Intergroup payable	1,810,546			155,701			863,757			2,325,116			(5,155,120		)	—
Other noncurrent liabilities	53,933			57,995			—			138,809			—			250,737
Deferred income taxes	89,964			3,031			—			668,849			—			761,844
Commitments and contingencies
Equity:
Albemarle Corporation shareholders’ equity:
Common stock	1,122			—			—			6,808			(6,808		)	1,122
Additional paid-in capital	2,056,082			6,605,919			5,744,307			12,159,684			(24,509,910		)	2,056,082
Accumulated other comprehensive loss	(386,413		)	(269,220		)	(269,219		)	(713,001		)	1,251,440			(386,413		)
Retained earnings	1,473,698			43,935			43,935			1,277,451			(1,365,321		)	1,473,698
Total Albemarle Corporation shareholders’ equity	3,144,489			6,380,634			5,519,023			12,730,942			(24,630,599		)	3,144,489
Noncontrolling interests	—			—			—			130,025			—			130,025
Total equity	3,144,489			6,380,634			5,519,023			12,860,967			(24,630,599		)	3,274,514
Total liabilities and equity	$	8,487,859		$	8,135,245		$	6,382,862		$	17,022,923		$	(30,353,825	)	$	9,675,064

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

Nine Months Ended September 30, 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	369,333			(48,949		)	82			19,839			(23,402		)	316,903
Cash flows from investing activities:
Acquisition of Rockwood, net of cash acquired	(3,597,083		)	159,409			—			1,386,029			—			(2,051,645		)
Other acquisitions, net of cash acquired	—			—			—			(48,845		)	—			(48,845		)
Capital expenditures	(51,900		)	—			—			(112,668		)	—			(164,568		)
Decrease in restricted cash	—			—			—			57,550			—			57,550
Cash proceeds from divestitures, net	—			—			—			6,133			—			6,133
Return of capital	—			—			—			98,000			—			98,000
Sales of (investments in) marketable securities, net	1,271			—			—			(6		)	—			1,265
Repayments from (long-term advances to) joint ventures	2,156			—			—			—			—			2,156
Proceeds from intercompany investing related activity	—			1,213,717			—			82			(1,213,799		)	—
Intercompany investing related payments	—			(1,324,960		)	—			(1,341,728		)	2,666,688			—
Net cash (used in) provided by investing activities	(3,645,556		)	48,166			—			44,547			1,452,889			(2,099,954		)
Cash flows from financing activities:
Repayments of long-term debt	(1,325,104		)	—			—			(7,189		)	—			(1,332,293		)
Proceeds from borrowings of long-term debt	1,000,000			—			—			—			—			1,000,000
Repayments of other borrowings, net	(16,018		)	—			—			(836		)	—			(16,854		)
Dividends paid to shareholders	(86,770		)	—			—			—			—			(86,770		)
Dividends paid to noncontrolling interests	—			—			—			(23,195		)	—			(23,195		)
Intercompany dividends paid	—			—			—			(23,402		)	23,402			—
Proceeds from exercise of stock options	342			—			—			—			—			342
Excess tax benefits realized from stock-based compensation arrangements	59			—			—			—			—			59
Withholding taxes paid on stock-based compensation award distributions	(1,218		)	—			—			—			—			(1,218		)
Debt financing costs	(4,186		)	—			—			—			—			(4,186		)
Other	—			—			—			(3,882		)	—			(3,882		)
Proceeds from intercompany financing related activity	1,845,770			—			—			820,918			(2,666,688		)	—
Intercompany financing related payments	(62,039		)	—			(82		)	(1,151,678		)	1,213,799			—
Net cash provided by (used in) financing activities	1,350,836			—			(82		)	(389,264		)	(1,429,487		)	(467,997		)
Net effect of foreign exchange on cash and cash equivalents	(999		)	1,886			—			(5,117		)	—			(4,230		)
(Decrease) increase in cash and cash equivalents	(1,926,386		)	1,103			—			(329,995		)	—			(2,255,278		)
Cash and cash equivalents at end of period	$	4,416		$	1,103		$	—		$	228,971		$	—		$	234,490

Condensed Consolidating Statement Of Cash Flows

Nine Months Ended September 30, 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	203,834			—		—		232,718			(6,010		)	430,542
Cash flows from investing activities:
Capital expenditures	(57,124		)	—		—		(19,558		)	—			(76,682		)
Cash proceeds from divestitures, net	97,523			—		—		7,195			—			104,718
Sales of (investments in) marketable securities, net	962			—		—		(19		)	—			943
Repayments from (long-term advances to) joint ventures	—			—		—		(7,499		)	—			(7,499		)
Net cash provided by (used in) investing activities	41,361			—		—		(19,881		)	—			21,480
Cash flows from financing activities:
Repayments of long-term debt	(108		)	—		—		(2,915		)	—			(3,023		)
Repayments of other borrowings, net	(7,124		)	—		—		(16,430		)	—			(23,554		)
Dividends paid to shareholders	(62,827		)	—		—		—			—			(62,827		)
Dividends paid to noncontrolling interests	—			—		—		(7,612		)	—			(7,612		)
Intercompany dividends paid	—			—		—		(6,010		)	6,010			—
Repurchases of common stock	(150,000		)	—		—		—			—			(150,000		)
Proceeds from exercise of stock options	2,713			—		—		—			—			2,713
Excess tax benefits realized from stock-based compensation arrangements	836			—		—		—			—			836
Withholding taxes paid on stock-based compensation award distributions	(3,208		)	—		—		—			—			(3,208		)
Debt financing costs	(3,074		)	—		—		—			—			(3,074		)
Net cash used in financing activities	(222,792		)	—		—		(32,967		)	6,010			(249,749		)
Net effect of foreign exchange on cash and cash equivalents	—			—		—		(26,392		)	—			(26,392		)
Increase in cash and cash equivalents	22,403			—		—		153,478			—			175,881
Cash and cash equivalents at end of period	$	110,879		$	—	$	—	$	542,241		$	—		$	653,120