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Consolidating Guarantor Financial Information | 9 Months Ended
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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 |

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