x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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VIRGINIA
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54-1692118
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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451 FLORIDA STREET
BATON ROUGE, LOUISIANA
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70801
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Page
Number(s)
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8-48
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49-69
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EXHIBITS
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Item 1.
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Financial Statements (Unaudited).
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
905,093
|
|
|
$
|
642,418
|
|
|
$
|
2,720,982
|
|
|
$
|
1,846,982
|
|
Cost of goods sold
|
592,883
|
|
|
436,972
|
|
|
1,849,740
|
|
|
1,238,574
|
|
||||
Gross profit
|
312,210
|
|
|
205,446
|
|
|
871,242
|
|
|
608,408
|
|
||||
Selling, general and administrative expenses
|
137,615
|
|
|
66,012
|
|
|
421,092
|
|
|
211,127
|
|
||||
Research and development expenses
|
25,295
|
|
|
22,407
|
|
|
77,123
|
|
|
66,916
|
|
||||
Restructuring and other, net
|
(6,804
|
)
|
|
293
|
|
|
(6,804
|
)
|
|
20,625
|
|
||||
Acquisition and integration related costs
|
42,798
|
|
|
10,261
|
|
|
126,487
|
|
|
15,104
|
|
||||
Operating profit
|
113,306
|
|
|
106,473
|
|
|
253,344
|
|
|
294,636
|
|
||||
Interest and financing expenses
|
(32,058
|
)
|
|
(8,749
|
)
|
|
(100,986
|
)
|
|
(26,255
|
)
|
||||
Other income (expenses), net
|
466
|
|
|
(6,618
|
)
|
|
50,964
|
|
|
(6,454
|
)
|
||||
Income from continuing operations before income taxes and equity in net income of unconsolidated investments
|
81,714
|
|
|
91,106
|
|
|
203,322
|
|
|
261,927
|
|
||||
Income tax expense
|
16,892
|
|
|
11,737
|
|
|
48,171
|
|
|
46,700
|
|
||||
Income from continuing operations before equity in net income of unconsolidated investments
|
64,822
|
|
|
79,369
|
|
|
155,151
|
|
|
215,227
|
|
||||
Equity in net income of unconsolidated investments (net of tax)
|
6,050
|
|
|
8,650
|
|
|
22,236
|
|
|
28,200
|
|
||||
Net income from continuing operations
|
70,872
|
|
|
88,019
|
|
|
177,387
|
|
|
243,427
|
|
||||
Loss from discontinued operations (net of tax)
|
—
|
|
|
(6,679
|
)
|
|
—
|
|
|
(68,473
|
)
|
||||
Net income
|
70,872
|
|
|
81,340
|
|
|
177,387
|
|
|
174,954
|
|
||||
Net income attributable to noncontrolling interests
|
(5,480
|
)
|
|
(8,546
|
)
|
|
(16,733
|
)
|
|
(23,130
|
)
|
||||
Net income attributable to Albemarle Corporation
|
$
|
65,392
|
|
|
$
|
72,794
|
|
|
$
|
160,654
|
|
|
$
|
151,824
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.58
|
|
|
$
|
1.02
|
|
|
$
|
1.45
|
|
|
$
|
2.79
|
|
Discontinued operations
|
—
|
|
|
(0.09
|
)
|
|
—
|
|
|
(0.87
|
)
|
||||
|
$
|
0.58
|
|
|
$
|
0.93
|
|
|
$
|
1.45
|
|
|
$
|
1.92
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.58
|
|
|
$
|
1.01
|
|
|
$
|
1.44
|
|
|
$
|
2.78
|
|
Discontinued operations
|
—
|
|
|
(0.08
|
)
|
|
—
|
|
|
(0.87
|
)
|
||||
|
$
|
0.58
|
|
|
$
|
0.93
|
|
|
$
|
1.44
|
|
|
$
|
1.91
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding – basic
|
112,202
|
|
|
78,244
|
|
|
110,840
|
|
|
78,880
|
|
||||
Weighted-average common shares outstanding – diluted
|
112,544
|
|
|
78,659
|
|
|
111,205
|
|
|
79,287
|
|
||||
Cash dividends declared per share of common stock
|
$
|
0.29
|
|
|
$
|
0.275
|
|
|
$
|
0.87
|
|
|
$
|
0.825
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income
|
$
|
70,872
|
|
|
$
|
81,340
|
|
|
$
|
177,387
|
|
|
$
|
174,954
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation
|
(67,520
|
)
|
|
(100,318
|
)
|
|
(365,867
|
)
|
|
(106,380
|
)
|
||||
Pension and postretirement benefits
|
2
|
|
|
(147
|
)
|
|
6
|
|
|
(615
|
)
|
||||
Net investment hedge
|
(3,407
|
)
|
|
—
|
|
|
39,709
|
|
|
—
|
|
||||
Interest rate swap
|
527
|
|
|
(988
|
)
|
|
1,580
|
|
|
(11,409
|
)
|
||||
Other
|
(6
|
)
|
|
33
|
|
|
24
|
|
|
105
|
|
||||
Total other comprehensive loss, net of tax
|
(70,404
|
)
|
|
(101,420
|
)
|
|
(324,548
|
)
|
|
(118,299
|
)
|
||||
Comprehensive income (loss)
|
468
|
|
|
(20,080
|
)
|
|
(147,161
|
)
|
|
56,655
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(5,083
|
)
|
|
(8,421
|
)
|
|
(16,185
|
)
|
|
(22,727
|
)
|
||||
Comprehensive income (loss) attributable to Albemarle Corporation
|
$
|
(4,615
|
)
|
|
$
|
(28,501
|
)
|
|
$
|
(163,346
|
)
|
|
$
|
33,928
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
234,490
|
|
|
$
|
2,489,768
|
|
Trade accounts receivable, less allowance for doubtful accounts (2015 – $2,486; 2014 – $1,563)
|
618,301
|
|
|
385,212
|
|
||
Other accounts receivable
|
76,271
|
|
|
49,423
|
|
||
Inventories
|
629,393
|
|
|
358,361
|
|
||
Other current assets
|
162,460
|
|
|
66,086
|
|
||
Total current assets
|
1,720,915
|
|
|
3,348,850
|
|
||
Property, plant and equipment, at cost
|
4,096,921
|
|
|
2,620,670
|
|
||
Less accumulated depreciation and amortization
|
1,496,069
|
|
|
1,388,802
|
|
||
Net property, plant and equipment
|
2,600,852
|
|
|
1,231,868
|
|
||
Investments
|
453,869
|
|
|
194,042
|
|
||
Other assets
|
191,349
|
|
|
160,956
|
|
||
Goodwill
|
2,811,086
|
|
|
243,262
|
|
||
Other intangibles, net of amortization
|
1,896,993
|
|
|
44,125
|
|
||
Total assets
|
$
|
9,675,064
|
|
|
$
|
5,223,103
|
|
Liabilities And Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
371,649
|
|
|
$
|
231,705
|
|
Accrued expenses
|
566,932
|
|
|
166,174
|
|
||
Current portion of long-term debt
|
284,368
|
|
|
711,096
|
|
||
Dividends payable
|
32,295
|
|
|
21,458
|
|
||
Income taxes payable
|
67,304
|
|
|
9,453
|
|
||
Total current liabilities
|
1,322,548
|
|
|
1,139,886
|
|
||
Long-term debt
|
3,558,964
|
|
|
2,223,035
|
|
||
Postretirement benefits
|
55,401
|
|
|
56,424
|
|
||
Pension benefits
|
451,056
|
|
|
170,534
|
|
||
Other noncurrent liabilities
|
250,737
|
|
|
87,705
|
|
||
Deferred income taxes
|
761,844
|
|
|
56,884
|
|
||
Commitments and contingencies (Notes 2, 10)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Albemarle Corporation shareholders’ equity:
|
|
|
|
||||
Common stock, $.01 par value, issued and outstanding – 112,202 in 2015 and 78,031 in 2014
|
1,122
|
|
|
780
|
|
||
Additional paid-in capital
|
2,056,082
|
|
|
10,447
|
|
||
Accumulated other comprehensive loss
|
(386,413
|
)
|
|
(62,413
|
)
|
||
Retained earnings
|
1,473,698
|
|
|
1,410,651
|
|
||
Total Albemarle Corporation shareholders’ equity
|
3,144,489
|
|
|
1,359,465
|
|
||
Noncontrolling interests
|
130,025
|
|
|
129,170
|
|
||
Total equity
|
3,274,514
|
|
|
1,488,635
|
|
||
Total liabilities and equity
|
$
|
9,675,064
|
|
|
$
|
5,223,103
|
|
(In Thousands, Except Share
|
|
|
|
|
|
Additional
Paid-in Capital
|
|
Accumulated Other
Comprehensive (Loss) Income
|
|
Retained Earnings
|
|
Total Albemarle
Shareholders’ Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
|||||||||||||||
Common Stock
|
|
||||||||||||||||||||||||||||||
Data)
|
|
Shares
|
|
Amounts
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at January 1, 2015
|
|
78,030,524
|
|
|
$
|
780
|
|
|
$
|
10,447
|
|
|
$
|
(62,413
|
)
|
|
$
|
1,410,651
|
|
|
$
|
1,359,465
|
|
|
$
|
129,170
|
|
|
$
|
1,488,635
|
|
Net income
|
|
|
|
|
|
|
|
|
|
160,654
|
|
|
160,654
|
|
|
16,733
|
|
|
177,387
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
(324,000
|
)
|
|
|
|
(324,000
|
)
|
|
(548
|
)
|
|
(324,548
|
)
|
|||||||||||
Cash dividends declared
|
|
|
|
|
|
|
|
|
|
(97,607
|
)
|
|
(97,607
|
)
|
|
(23,195
|
)
|
|
(120,802
|
)
|
|||||||||||
Stock-based compensation and other
|
|
|
|
|
|
10,473
|
|
|
|
|
|
|
10,473
|
|
|
|
|
10,473
|
|
||||||||||||
Exercise of stock options
|
|
10,500
|
|
|
—
|
|
|
342
|
|
|
|
|
|
|
342
|
|
|
|
|
342
|
|
||||||||||
Tax benefit related to stock plans
|
|
|
|
|
|
(170
|
)
|
|
|
|
|
|
(170
|
)
|
|
|
|
(170
|
)
|
||||||||||||
Issuance of common stock, net
|
|
69,166
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Acquisition of Rockwood
|
|
34,113,064
|
|
|
341
|
|
|
2,036,209
|
|
|
|
|
|
|
2,036,550
|
|
|
3,022
|
|
|
2,039,572
|
|
|||||||||
Noncontrolling interest assumed in acquisition of Shanghai Chemetall
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,843
|
|
|
4,843
|
|
||||||||||||
Shares withheld for withholding taxes associated with common stock issuances
|
|
(21,276
|
)
|
|
—
|
|
|
(1,218
|
)
|
|
|
|
|
|
(1,218
|
)
|
|
|
|
(1,218
|
)
|
||||||||||
Balance at September 30, 2015
|
|
112,201,978
|
|
|
$
|
1,122
|
|
|
$
|
2,056,082
|
|
|
$
|
(386,413
|
)
|
|
$
|
1,473,698
|
|
|
$
|
3,144,489
|
|
|
$
|
130,025
|
|
|
$
|
3,274,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at January 1, 2014
|
|
80,052,842
|
|
|
$
|
801
|
|
|
$
|
9,957
|
|
|
$
|
116,245
|
|
|
$
|
1,500,358
|
|
|
$
|
1,627,361
|
|
|
$
|
115,415
|
|
|
$
|
1,742,776
|
|
Net income
|
|
|
|
|
|
|
|
|
|
151,824
|
|
|
151,824
|
|
|
23,130
|
|
|
174,954
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
(117,896
|
)
|
|
|
|
(117,896
|
)
|
|
(403
|
)
|
|
(118,299
|
)
|
|||||||||||
Cash dividends declared
|
|
|
|
|
|
|
|
|
|
(64,905
|
)
|
|
(64,905
|
)
|
|
(7,612
|
)
|
|
(72,517
|
)
|
|||||||||||
Stock-based compensation and other
|
|
|
|
|
|
10,016
|
|
|
|
|
|
|
10,016
|
|
|
|
|
10,016
|
|
||||||||||||
Exercise of stock options
|
|
77,546
|
|
|
1
|
|
|
2,712
|
|
|
|
|
|
|
2,713
|
|
|
|
|
2,713
|
|
||||||||||
Shares repurchased
|
|
(1,967,069
|
)
|
|
(20
|
)
|
|
(13,321
|
)
|
|
|
|
(136,659
|
)
|
|
(150,000
|
)
|
|
|
|
(150,000
|
)
|
|||||||||
Tax benefit related to stock plans
|
|
|
|
|
|
836
|
|
|
|
|
|
|
836
|
|
|
|
|
836
|
|
||||||||||||
Issuance of common stock, net
|
|
135,578
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Shares withheld for withholding taxes associated with common stock issuances
|
|
(50,144
|
)
|
|
(1
|
)
|
|
(3,207
|
)
|
|
|
|
|
|
(3,208
|
)
|
|
|
|
(3,208
|
)
|
||||||||||
Balance at September 30, 2014
|
|
78,248,753
|
|
|
$
|
782
|
|
|
$
|
6,992
|
|
|
$
|
(1,651
|
)
|
|
$
|
1,450,618
|
|
|
$
|
1,456,741
|
|
|
$
|
130,530
|
|
|
$
|
1,587,271
|
|
|
Nine Months Ended
September 30, |
||||||
|
2015
|
|
2014
|
||||
Cash and cash equivalents at beginning of year
|
$
|
2,489,768
|
|
|
$
|
477,239
|
|
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
177,387
|
|
|
174,954
|
|
||
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
200,372
|
|
|
78,344
|
|
||
(Gain) loss associated with restructuring and other
|
(6,804
|
)
|
|
6,333
|
|
||
Loss on disposal of businesses
|
—
|
|
|
85,515
|
|
||
Stock-based compensation
|
11,171
|
|
|
10,447
|
|
||
Excess tax benefits realized from stock-based compensation arrangements
|
(59
|
)
|
|
(836
|
)
|
||
Equity in net income of unconsolidated investments (net of tax)
|
(22,236
|
)
|
|
(28,200
|
)
|
||
Dividends received from unconsolidated investments and nonmarketable securities
|
57,149
|
|
|
37,854
|
|
||
Pension and postretirement (benefit) expense
|
(232
|
)
|
|
21,946
|
|
||
Pension and postretirement contributions
|
(16,673
|
)
|
|
(10,718
|
)
|
||
Unrealized gain on investments in marketable securities
|
(597
|
)
|
|
(525
|
)
|
||
Deferred income taxes
|
(53,593
|
)
|
|
(24,412
|
)
|
||
Working capital changes
|
14,823
|
|
|
89,020
|
|
||
Other, net
|
(43,805
|
)
|
|
(9,180
|
)
|
||
Net cash provided by operating activities
|
316,903
|
|
|
430,542
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of Rockwood, net of cash acquired
|
(2,051,645
|
)
|
|
—
|
|
||
Other acquisitions, net of cash acquired
|
(48,845
|
)
|
|
—
|
|
||
Capital expenditures
|
(164,568
|
)
|
|
(76,682
|
)
|
||
Decrease in restricted cash
|
57,550
|
|
|
—
|
|
||
Cash proceeds from divestitures, net
|
6,133
|
|
|
104,718
|
|
||
Return of capital
|
98,000
|
|
|
—
|
|
||
Sales of marketable securities, net
|
1,265
|
|
|
943
|
|
||
Repayments from (long-term advances to) joint ventures
|
2,156
|
|
|
(7,499
|
)
|
||
Net cash (used in) provided by investing activities
|
(2,099,954
|
)
|
|
21,480
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayments of long-term debt
|
(1,332,293
|
)
|
|
(3,023
|
)
|
||
Proceeds from borrowings of long-term debt
|
1,000,000
|
|
|
—
|
|
||
Repayments of other borrowings, net
|
(16,854
|
)
|
|
(23,554
|
)
|
||
Dividends paid to shareholders
|
(86,770
|
)
|
|
(62,827
|
)
|
||
Dividends paid to noncontrolling interests
|
(23,195
|
)
|
|
(7,612
|
)
|
||
Repurchases of common stock
|
—
|
|
|
(150,000
|
)
|
||
Proceeds from exercise of stock options
|
342
|
|
|
2,713
|
|
||
Excess tax benefits realized from stock-based compensation arrangements
|
59
|
|
|
836
|
|
||
Withholding taxes paid on stock-based compensation award distributions
|
(1,218
|
)
|
|
(3,208
|
)
|
||
Debt financing costs
|
(4,186
|
)
|
|
(3,074
|
)
|
||
Other
|
(3,882
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(467,997
|
)
|
|
(249,749
|
)
|
||
Net effect of foreign exchange on cash and cash equivalents
|
(4,230
|
)
|
|
(26,392
|
)
|
||
(Decrease) increase in cash and cash equivalents
|
(2,255,278
|
)
|
|
175,881
|
|
||
Cash and cash equivalents at end of period
|
$
|
234,490
|
|
|
$
|
653,120
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Pro forma Net sales
|
$
|
905,093
|
|
|
$
|
998,718
|
|
|
$
|
2,754,312
|
|
|
$
|
2,920,082
|
|
Pro forma Net income from continuing operations
|
$
|
111,211
|
|
|
$
|
143,675
|
|
|
$
|
335,602
|
|
|
$
|
316,238
|
|
Pro forma Net income from continuing operations per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.99
|
|
|
$
|
1.28
|
|
|
$
|
3.03
|
|
|
$
|
2.79
|
|
Diluted
|
$
|
0.99
|
|
|
$
|
1.27
|
|
|
$
|
3.02
|
|
|
$
|
2.76
|
|
Balance at December 31, 2014
|
$
|
243,262
|
|
Acquisition of Rockwood
|
2,677,465
|
|
|
Other acquisitions
(a)
|
9,275
|
|
|
Foreign currency translation adjustments
|
(118,916
|
)
|
|
Balance at September 30, 2015
|
$
|
2,811,086
|
|
(a)
|
Primarily relates to the acquisition of the remaining interest in Shanghai Chemetall. See Note 2, “Acquisitions.”
|
|
Customer Lists and Relationships
|
|
Trade Names and Trademarks
|
|
Patents and Technology
|
|
Other
|
|
Total
|
||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2014
|
$
|
48,479
|
|
|
$
|
17,555
|
|
|
$
|
40,398
|
|
|
$
|
23,441
|
|
|
$
|
129,873
|
|
Acquisition of Rockwood
|
1,319,060
|
|
|
363,120
|
|
|
227,840
|
|
|
27,450
|
|
|
1,937,470
|
|
|||||
Other acquisitions
(a)
|
76,940
|
|
|
—
|
|
|
1,433
|
|
|
73
|
|
|
78,446
|
|
|||||
Foreign currency translation adjustments and other
|
(74,388
|
)
|
|
(17,722
|
)
|
|
(10,735
|
)
|
|
(1,917
|
)
|
|
(104,762
|
)
|
|||||
Balance at September 30, 2015
|
$
|
1,370,091
|
|
|
$
|
362,953
|
|
|
$
|
258,936
|
|
|
$
|
49,047
|
|
|
$
|
2,041,027
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2014
|
$
|
(22,931
|
)
|
|
$
|
(7,912
|
)
|
|
$
|
(32,831
|
)
|
|
$
|
(22,074
|
)
|
|
$
|
(85,748
|
)
|
Amortization
|
(41,796
|
)
|
|
(9,216
|
)
|
|
(10,157
|
)
|
|
(365
|
)
|
|
(61,534
|
)
|
|||||
Foreign currency translation adjustments and other
|
1,482
|
|
|
139
|
|
|
1,102
|
|
|
525
|
|
|
3,248
|
|
|||||
Balance at September 30, 2015
|
$
|
(63,245
|
)
|
|
$
|
(16,989
|
)
|
|
$
|
(41,886
|
)
|
|
$
|
(21,914
|
)
|
|
$
|
(144,034
|
)
|
Net Book Value at December 31, 2014
|
$
|
25,548
|
|
|
$
|
9,643
|
|
|
$
|
7,567
|
|
|
$
|
1,367
|
|
|
$
|
44,125
|
|
Net Book Value at September 30, 2015
|
$
|
1,306,846
|
|
|
$
|
345,964
|
|
|
$
|
217,050
|
|
|
$
|
27,133
|
|
|
$
|
1,896,993
|
|
(a)
|
Primarily relates to the acquisition of the remaining interest in Shanghai Chemetall. See Note 2, “Acquisitions.”
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Basic earnings per share from continuing operations
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
$
|
70,872
|
|
|
$
|
88,019
|
|
|
$
|
177,387
|
|
|
$
|
243,427
|
|
Net income from continuing operations attributable to noncontrolling interests
|
(5,480
|
)
|
|
(8,546
|
)
|
|
(16,733
|
)
|
|
(23,130
|
)
|
||||
Net income from continuing operations attributable to Albemarle Corporation
|
$
|
65,392
|
|
|
$
|
79,473
|
|
|
$
|
160,654
|
|
|
$
|
220,297
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares for basic earnings per share
(a)
|
112,202
|
|
|
78,244
|
|
|
110,840
|
|
|
78,880
|
|
||||
Basic earnings per share from continuing operations
|
$
|
0.58
|
|
|
$
|
1.02
|
|
|
$
|
1.45
|
|
|
$
|
2.79
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share from continuing operations
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
$
|
70,872
|
|
|
$
|
88,019
|
|
|
$
|
177,387
|
|
|
$
|
243,427
|
|
Net income from continuing operations attributable to noncontrolling interests
|
(5,480
|
)
|
|
(8,546
|
)
|
|
(16,733
|
)
|
|
(23,130
|
)
|
||||
Net income from continuing operations attributable to Albemarle Corporation
|
$
|
65,392
|
|
|
$
|
79,473
|
|
|
$
|
160,654
|
|
|
$
|
220,297
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares for basic earnings per share
(a)
|
112,202
|
|
|
78,244
|
|
|
110,840
|
|
|
78,880
|
|
||||
Incremental shares under stock compensation plans
|
342
|
|
|
415
|
|
|
365
|
|
|
407
|
|
||||
Weighted-average common shares for diluted earnings per share
(a)
|
112,544
|
|
|
78,659
|
|
|
111,205
|
|
|
79,287
|
|
||||
Diluted earnings per share from continuing operations
|
$
|
0.58
|
|
|
$
|
1.01
|
|
|
$
|
1.44
|
|
|
$
|
2.78
|
|
(a)
|
2015 includes the impact of
34,113
shares issued in connection with the Rockwood acquisition.
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Finished goods
|
$
|
414,607
|
|
|
$
|
262,769
|
|
Raw materials
|
113,687
|
|
|
53,152
|
|
||
Work in process
|
45,140
|
|
|
—
|
|
||
Stores, supplies and other
|
55,959
|
|
|
42,440
|
|
||
Total inventories
|
$
|
629,393
|
|
|
$
|
358,361
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
1.875% Senior notes, net of unamortized discount of $5,449 at September 30, 2015 and $6,605 at December 31, 2014
|
$
|
781,701
|
|
|
$
|
844,315
|
|
3.00% Senior notes, net of unamortized discount of $260 at September 30, 2015 and $306 at December 31, 2014
|
249,740
|
|
|
249,694
|
|
||
4.15% Senior notes, net of unamortized discount of $1,330 at September 30, 2015 and $1,439 at December 31, 2014
|
423,670
|
|
|
423,561
|
|
||
4.50% Senior notes, net of unamortized discount of $1,636 at September 30, 2015 and $1,871 at December 31, 2014
|
348,364
|
|
|
348,129
|
|
||
4.625% Senior notes, including unamortized premium of $38,303 at September 30, 2015
|
1,287,643
|
|
|
—
|
|
||
5.10% Senior notes, net of unamortized discount of $3 at December 31, 2014
|
—
|
|
|
324,997
|
|
||
5.45% Senior notes, net of unamortized discount of $1,003 at September 30, 2015 and $1,029 at December 31, 2014
|
348,997
|
|
|
348,971
|
|
||
Commercial paper notes
|
272,950
|
|
|
367,178
|
|
||
Fixed-rate foreign borrowings
|
4,069
|
|
|
1,958
|
|
||
Variable-rate foreign bank loans
|
86,534
|
|
|
25,139
|
|
||
Variable-rate domestic bank loans
|
18,210
|
|
|
—
|
|
||
Capital lease obligations
|
21,373
|
|
|
—
|
|
||
Miscellaneous
|
81
|
|
|
189
|
|
||
Total long-term debt
|
3,843,332
|
|
|
2,934,131
|
|
||
Less amounts due within one year
|
284,368
|
|
|
711,096
|
|
||
Long-term debt, less current portion
|
$
|
3,558,964
|
|
|
$
|
2,223,035
|
|
Beginning balance at December 31, 2014
|
$
|
9,235
|
|
Expenditures
|
(2,526
|
)
|
|
Acquisition of Rockwood
|
35,367
|
|
|
Divestitures
|
(1,826
|
)
|
|
Accretion of discount
|
710
|
|
|
Revisions of estimates
|
9
|
|
|
Foreign currency translation adjustments
|
(1,628
|
)
|
|
Ending balance at September 30, 2015
|
39,341
|
|
|
Less amounts reported in Accrued expenses
|
3,085
|
|
|
Amounts reported in Other noncurrent liabilities
|
$
|
36,256
|
|
Beginning balance at December 31, 2014
|
$
|
15,085
|
|
Acquisition of Rockwood
|
17,265
|
|
|
Liabilities incurred
|
1,025
|
|
|
Accretion of discount
|
932
|
|
|
Foreign currency translation adjustments
|
(34
|
)
|
|
Ending balance at September 30, 2015
|
$
|
34,273
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Performance Chemicals
|
$
|
399,536
|
|
|
$
|
299,947
|
|
|
$
|
1,224,864
|
|
|
$
|
856,221
|
|
Refining Solutions
|
185,102
|
|
|
218,950
|
|
|
528,841
|
|
|
618,635
|
|
||||
Chemetall Surface Treatment
|
211,877
|
|
|
—
|
|
|
617,163
|
|
|
—
|
|
||||
All Other
|
102,224
|
|
|
123,521
|
|
|
337,997
|
|
|
372,126
|
|
||||
Corporate
|
6,354
|
|
|
—
|
|
|
12,117
|
|
|
—
|
|
||||
Total net sales
|
$
|
905,093
|
|
|
$
|
642,418
|
|
|
$
|
2,720,982
|
|
|
$
|
1,846,982
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
Performance Chemicals
|
$
|
136,209
|
|
|
$
|
82,329
|
|
|
$
|
415,419
|
|
|
$
|
232,668
|
|
Refining Solutions
|
54,517
|
|
|
61,674
|
|
|
144,910
|
|
|
189,259
|
|
||||
Chemetall Surface Treatment
|
53,898
|
|
|
—
|
|
|
148,344
|
|
|
—
|
|
||||
All Other
|
6,262
|
|
|
20,971
|
|
|
29,540
|
|
|
63,482
|
|
||||
Corporate
|
(15,890
|
)
|
|
(20,370
|
)
|
|
(7,508
|
)
|
|
(60,087
|
)
|
||||
Total adjusted EBITDA
|
$
|
234,996
|
|
|
$
|
144,604
|
|
|
$
|
730,705
|
|
|
$
|
425,322
|
|
|
Performance Chemicals
|
|
Refining Solutions
|
|
Chemetall Surface Treatment
|
|
Reportable Segments Total
|
|
All Other
|
|
Corporate
|
|
Consolidated Total
|
||||||||||||||
Three months ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
136,209
|
|
|
$
|
54,517
|
|
|
$
|
53,898
|
|
|
$
|
244,624
|
|
|
$
|
6,262
|
|
|
$
|
(15,890
|
)
|
|
$
|
234,996
|
|
Depreciation and amortization
|
(31,482
|
)
|
|
(8,804
|
)
|
|
(20,260
|
)
|
|
(60,546
|
)
|
|
(5,645
|
)
|
|
(2,712
|
)
|
|
(68,903
|
)
|
|||||||
Utilization of inventory markup
(a)
|
(16,834
|
)
|
|
—
|
|
|
—
|
|
|
(16,834
|
)
|
|
—
|
|
|
—
|
|
|
(16,834
|
)
|
|||||||
Restructuring and other, net
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,804
|
|
|
6,804
|
|
|||||||
Acquisition and integration related costs
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,798
|
)
|
|
(42,798
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,058
|
)
|
|
(32,058
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,892
|
)
|
|
(16,892
|
)
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,077
|
|
|
1,077
|
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
87,893
|
|
|
$
|
45,713
|
|
|
$
|
33,638
|
|
|
$
|
167,244
|
|
|
$
|
617
|
|
|
$
|
(102,469
|
)
|
|
$
|
65,392
|
|
Three months ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
82,329
|
|
|
$
|
61,674
|
|
|
$
|
—
|
|
|
$
|
144,003
|
|
|
$
|
20,971
|
|
|
$
|
(20,370
|
)
|
|
$
|
144,604
|
|
Depreciation and amortization
|
(12,593
|
)
|
|
(8,823
|
)
|
|
—
|
|
|
(21,416
|
)
|
|
(3,492
|
)
|
|
(722
|
)
|
|
(25,630
|
)
|
|||||||
Restructuring and other, net
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(293
|
)
|
|
(293
|
)
|
|||||||
Acquisition and integration related costs
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,261
|
)
|
|
(10,261
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,749
|
)
|
|
(8,749
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,737
|
)
|
|
(11,737
|
)
|
|||||||
Loss from discontinued operations (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,679
|
)
|
|
(6,679
|
)
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,440
|
)
|
|
(1,440
|
)
|
|||||||
Other
(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,021
|
)
|
|
(7,021
|
)
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
69,736
|
|
|
$
|
52,851
|
|
|
$
|
—
|
|
|
$
|
122,587
|
|
|
$
|
17,479
|
|
|
$
|
(67,272
|
)
|
|
$
|
72,794
|
|
Nine months ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
415,419
|
|
|
$
|
144,910
|
|
|
$
|
148,344
|
|
|
$
|
708,673
|
|
|
$
|
29,540
|
|
|
$
|
(7,508
|
)
|
|
$
|
730,705
|
|
Depreciation and amortization
|
(93,608
|
)
|
|
(25,397
|
)
|
|
(57,567
|
)
|
|
(176,572
|
)
|
|
(16,867
|
)
|
|
(6,933
|
)
|
|
(200,372
|
)
|
|||||||
Utilization of inventory markup
(a)
|
(79,239
|
)
|
|
—
|
|
|
(20,030
|
)
|
|
(99,269
|
)
|
|
(3,029
|
)
|
|
—
|
|
|
(102,298
|
)
|
|||||||
Restructuring and other, net
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,804
|
|
|
6,804
|
|
|||||||
Acquisition and integration related costs
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126,487
|
)
|
|
(126,487
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,986
|
)
|
|
(100,986
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,171
|
)
|
|
(48,171
|
)
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,900
|
|
|
5,900
|
|
|||||||
Other
(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,441
|
)
|
|
(4,441
|
)
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
242,572
|
|
|
$
|
119,513
|
|
|
$
|
70,747
|
|
|
$
|
432,832
|
|
|
$
|
9,644
|
|
|
$
|
(281,822
|
)
|
|
$
|
160,654
|
|
Nine months ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
232,668
|
|
|
$
|
189,259
|
|
|
$
|
—
|
|
|
$
|
421,927
|
|
|
$
|
63,482
|
|
|
$
|
(60,087
|
)
|
|
$
|
425,322
|
|
Depreciation and amortization
(e)
|
(37,742
|
)
|
|
(25,351
|
)
|
|
—
|
|
|
(63,093
|
)
|
|
(10,279
|
)
|
|
(1,807
|
)
|
|
(75,179
|
)
|
|||||||
Restructuring and other, net
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,625
|
)
|
|
(20,625
|
)
|
|||||||
Acquisition and integration related costs
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,104
|
)
|
|
(15,104
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,255
|
)
|
|
(26,255
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,700
|
)
|
|
(46,700
|
)
|
|||||||
Loss from discontinued operations (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68,473
|
)
|
|
(68,473
|
)
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,141
|
)
|
|
(14,141
|
)
|
|||||||
Other
(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,021
|
)
|
|
(7,021
|
)
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
194,926
|
|
|
$
|
163,908
|
|
|
$
|
—
|
|
|
$
|
358,834
|
|
|
$
|
53,203
|
|
|
$
|
(260,213
|
)
|
|
$
|
151,824
|
|
(a)
|
In connection with the acquisition of Rockwood, the Company valued Rockwood’s existing inventory at fair value as of the Acquisition Closing Date, which resulted in a markup of the underlying net book value of the inventory totaling approximately
$103 million
. The inventory markup is being expensed over the estimated remaining selling period. For the
three-month and nine-month
periods ended
|
(b)
|
See Note 2, “Acquisitions.”
|
(c)
|
See Note 15, “Restructuring and Other.”
|
(d)
|
Financing-related fees expensed in connection with the acquisition of Rockwood.
|
(e)
|
Excludes discontinued operations.
|
|
U.S.
|
|
Foreign
|
||||
Benefit obligation
|
$
|
39,125
|
|
|
$
|
416,150
|
|
Fair value of plan assets
|
29,314
|
|
|
109,875
|
|
||
Funded status
|
$
|
(9,811
|
)
|
|
$
|
(306,275
|
)
|
|
|
|
|
||||
Weighted-average assumption percentages:
|
|
|
|
||||
Discount rate
|
4.09
|
%
|
|
2.35
|
%
|
||
Expected return on plan assets
|
6.03
|
%
|
|
5.78
|
%
|
||
Rate of compensation increase
|
—
|
%
|
|
3.15
|
%
|
|
U.S.
|
|
Foreign
|
||||
Remainder of 2015
|
$
|
0.6
|
|
|
$
|
3.9
|
|
2016
|
$
|
1.6
|
|
|
$
|
16.4
|
|
2017
|
$
|
1.7
|
|
|
$
|
16.0
|
|
2018
|
$
|
1.9
|
|
|
$
|
16.8
|
|
2019
|
$
|
2.0
|
|
|
$
|
16.9
|
|
2020-2024
|
$
|
11.1
|
|
|
$
|
89.8
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Pension Benefits Cost (Credit):
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
1,874
|
|
|
$
|
2,678
|
|
|
$
|
5,544
|
|
|
$
|
8,245
|
|
Interest cost
|
10,180
|
|
|
8,006
|
|
|
30,360
|
|
|
24,303
|
|
||||
Expected return on assets
|
(11,834
|
)
|
|
(10,027
|
)
|
|
(35,367
|
)
|
|
(30,404
|
)
|
||||
Actuarial loss (gain)
(a)
|
—
|
|
|
2,786
|
|
|
(51
|
)
|
|
18,218
|
|
||||
Amortization of prior service benefit
|
30
|
|
|
(119
|
)
|
|
89
|
|
|
(530
|
)
|
||||
Total net pension benefits cost
|
$
|
250
|
|
|
$
|
3,324
|
|
|
$
|
575
|
|
|
$
|
19,832
|
|
Postretirement Benefits Cost (Credit):
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
36
|
|
|
$
|
54
|
|
|
$
|
107
|
|
|
$
|
162
|
|
Interest cost
|
643
|
|
|
760
|
|
|
1,930
|
|
|
2,280
|
|
||||
Expected return on assets
|
(66
|
)
|
|
(85
|
)
|
|
(178
|
)
|
|
(256
|
)
|
||||
Amortization of prior service benefit
|
(24
|
)
|
|
(24
|
)
|
|
(72
|
)
|
|
(72
|
)
|
||||
Settlements/curtailments
(b)
|
—
|
|
|
—
|
|
|
(2,594
|
)
|
|
—
|
|
||||
Total net postretirement benefits cost (credit)
|
$
|
589
|
|
|
$
|
705
|
|
|
$
|
(807
|
)
|
|
$
|
2,114
|
|
Total net pension and postretirement benefits cost (credit)
|
$
|
839
|
|
|
$
|
4,029
|
|
|
$
|
(232
|
)
|
|
$
|
21,946
|
|
(a)
|
In connection with a realignment of our operating segments effective January 1, 2014, in the fourth quarter of 2013 we initiated a workforce reduction plan which resulted in a reduction of approximately 230 employees worldwide. This workforce reduction triggered a net curtailment gain of approximately
$0.8 million
in the first quarter of 2014 for our U.S. defined benefit plan which covers non-represented employees and our supplemental executive retirement plan (“SERP”). In connection with the curtailment, we were required to remeasure the related assets and obligations for these two plans. As of the January 31, 2014 remeasurement date, the weighted-average discount rate for all of our domestic pension plans was
4.97%
compared to
5.14%
at December 31, 2013. Taking into account the discount rate reduction and actual return on plan assets through January 31, 2014, we recorded a mark-to-market actuarial loss (net of the curtailment gain) of
$15.4 million
in the first quarter of 2014 related to these two plans.
|
(b)
|
We assumed responsibility for one domestic OPEB plan in connection with the acquisition of Rockwood which covered a small number of active employees and retirees. This plan was terminated in the first quarter of 2015 and provisions were made for the affected employees and retirees to receive benefits under an existing plan. A gain of
$2.6 million
was recognized in the first quarter of 2015 related to the termination of this plan.
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
Recorded
Amount
|
|
Fair Value
|
|
Recorded
Amount
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Long-term debt
|
$
|
3,843,332
|
|
|
$
|
3,882,165
|
|
|
$
|
2,934,131
|
|
|
$
|
2,994,935
|
|
Level 1
|
Unadjusted quoted prices in active markets for identical assets or liabilities
|
|
|
Level 2
|
Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability
|
|
|
Level 3
|
Unobservable inputs for the asset or liability
|
|
September 30, 2015
|
|
Quoted Prices in Active Markets for Identical Items (Level 1)
|
|
Quoted Prices in Active Markets for Similar Items (Level 2)
|
|
Unobservable Inputs (Level 3)
|
||||||||
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments under executive deferred compensation plan
(a)
|
$
|
20,722
|
|
|
$
|
20,722
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Private equity securities
(b)
|
$
|
2,626
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
2,608
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Obligations under executive deferred compensation plan
(a)
|
$
|
20,722
|
|
|
$
|
20,722
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liability for appraisal shares
(d)
|
$
|
74,934
|
|
|
$
|
—
|
|
|
$
|
74,934
|
|
|
$
|
—
|
|
Foreign currency forward contracts
(c)
|
$
|
498
|
|
|
$
|
—
|
|
|
$
|
498
|
|
|
$
|
—
|
|
|
December 31, 2014
|
|
Quoted Prices in Active Markets for Identical Items (Level 1)
|
|
Quoted Prices in Active Markets for Similar Items (Level 2)
|
|
Unobservable Inputs (Level 3)
|
||||||||
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments under executive deferred compensation plan
(a)
|
$
|
22,168
|
|
|
$
|
22,168
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Private equity securities
(b)
|
$
|
1,806
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
1,785
|
|
Foreign currency forward contracts
(c)
|
$
|
631
|
|
|
$
|
—
|
|
|
$
|
631
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Obligations under executive deferred compensation plan
(a)
|
$
|
22,168
|
|
|
$
|
22,168
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
We maintain an Executive Deferred Compensation Plan (“EDCP”) that was adopted in 2001 and subsequently amended. The purpose of the EDCP is to provide current tax planning opportunities as well as supplemental funds upon the retirement or death of certain of our employees. The EDCP is intended to aid in attracting and retaining employees of exceptional ability by providing them with these benefits. We also maintain a Benefit Protection Trust (the “Trust”) that was created to provide a source of funds to assist in meeting the obligations of the EDCP, subject to the claims of our creditors in the event of our insolvency. Assets of the Trust are consolidated in accordance with authoritative guidance. The assets of the Trust consist primarily of mutual fund investments (which are accounted for as trading securities and are marked-to-market on a monthly basis through the consolidated statements of income) and cash and cash equivalents. As such, these assets and obligations are classified within Level 1.
|
(b)
|
Primarily consists of private equity securities classified as available-for-sale and are reported in Investments in the condensed consolidated balance sheets. The changes in fair value are reported in Other income (expenses), net, in our consolidated statements of income. Holdings in private equity securities are typically valued using the net asset valuations provided by the underlying private investment companies and as such are classified within Level 3.
|
(c)
|
As a result of our global operating and financing activities, we are exposed to market risks from changes in foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, we minimize our risks from foreign currency exchange rate fluctuations through the use of foreign currency forward contracts. Unless otherwise noted, these derivative financial instruments are not designated as hedging instruments under ASC 815,
Derivatives and Hedging
. The foreign currency forward contracts are valued using broker quotations or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within Level 2.
|
(d)
|
See Note 2, “Acquisitions.”
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Beginning balance
|
$
|
1,772
|
|
|
$
|
1,822
|
|
|
$
|
1,785
|
|
|
$
|
750
|
|
Total unrealized gains (losses) included in earnings relating to assets still held at the reporting date
|
836
|
|
|
(24
|
)
|
|
823
|
|
|
48
|
|
||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
||||
Ending balance
|
$
|
2,608
|
|
|
$
|
1,798
|
|
|
$
|
2,608
|
|
|
$
|
1,798
|
|
|
Foreign Currency Translation
(a)
|
|
Pension and Postretirement Benefits
(b)
|
|
Net Investment Hedge
|
|
Interest Rate Swap
(c)
|
|
Other
|
|
Total
|
||||||||||||
Three months ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at June 30, 2015
|
$
|
(350,460
|
)
|
|
$
|
4
|
|
|
$
|
54,500
|
|
|
$
|
(19,909
|
)
|
|
$
|
(541
|
)
|
|
$
|
(316,406
|
)
|
Other comprehensive (loss) before reclassifications
|
(67,520
|
)
|
|
—
|
|
|
(3,407
|
)
|
|
—
|
|
|
(6
|
)
|
|
(70,933
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
—
|
|
|
2
|
|
|
—
|
|
|
527
|
|
|
—
|
|
|
529
|
|
||||||
Other comprehensive (loss) income, net of tax
|
(67,520
|
)
|
|
2
|
|
|
(3,407
|
)
|
|
527
|
|
|
(6
|
)
|
|
(70,404
|
)
|
||||||
Other comprehensive loss attributable to noncontrolling interests
|
397
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397
|
|
||||||
Balance at September 30, 2015
|
$
|
(417,583
|
)
|
|
$
|
6
|
|
|
$
|
51,093
|
|
|
$
|
(19,382
|
)
|
|
$
|
(547
|
)
|
|
$
|
(386,413
|
)
|
Three months ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at June 30, 2014
|
$
|
110,681
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
(10,421
|
)
|
|
$
|
(635
|
)
|
|
$
|
99,644
|
|
Other comprehensive (loss) before reclassifications
|
(82,568
|
)
|
|
—
|
|
|
—
|
|
|
(988
|
)
|
|
(1
|
)
|
|
(83,557
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
(17,750
|
)
|
|
(147
|
)
|
|
—
|
|
|
—
|
|
|
34
|
|
|
(17,863
|
)
|
||||||
Other comprehensive (loss) income, net of tax
|
(100,318
|
)
|
|
(147
|
)
|
|
—
|
|
|
(988
|
)
|
|
33
|
|
|
(101,420
|
)
|
||||||
Other comprehensive loss attributable to noncontrolling interests
|
125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||||
Balance at September 30, 2014
|
$
|
10,488
|
|
|
$
|
(128
|
)
|
|
$
|
—
|
|
|
$
|
(11,409
|
)
|
|
$
|
(602
|
)
|
|
$
|
(1,651
|
)
|
Nine months ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2014
|
$
|
(52,264
|
)
|
|
$
|
—
|
|
|
$
|
11,384
|
|
|
$
|
(20,962
|
)
|
|
$
|
(571
|
)
|
|
$
|
(62,413
|
)
|
Other comprehensive (loss) income before reclassifications
|
(365,867
|
)
|
|
—
|
|
|
39,709
|
|
|
—
|
|
|
(3
|
)
|
|
(326,161
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
—
|
|
|
6
|
|
|
—
|
|
|
1,580
|
|
|
27
|
|
|
1,613
|
|
||||||
Other comprehensive (loss) income, net of tax
|
(365,867
|
)
|
|
6
|
|
|
39,709
|
|
|
1,580
|
|
|
24
|
|
|
(324,548
|
)
|
||||||
Other comprehensive loss attributable to noncontrolling interests
|
548
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
548
|
|
||||||
Balance at September 30, 2015
|
$
|
(417,583
|
)
|
|
$
|
6
|
|
|
$
|
51,093
|
|
|
$
|
(19,382
|
)
|
|
$
|
(547
|
)
|
|
$
|
(386,413
|
)
|
Nine months ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2013
|
$
|
116,465
|
|
|
$
|
487
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(707
|
)
|
|
$
|
116,245
|
|
Other comprehensive (loss) income before reclassifications
|
(88,630
|
)
|
|
—
|
|
|
—
|
|
|
(11,409
|
)
|
|
2
|
|
|
(100,037
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
(17,750
|
)
|
|
(615
|
)
|
|
—
|
|
|
—
|
|
|
103
|
|
|
(18,262
|
)
|
||||||
Other comprehensive (loss) income, net of tax
|
(106,380
|
)
|
|
(615
|
)
|
|
—
|
|
|
(11,409
|
)
|
|
105
|
|
|
(118,299
|
)
|
||||||
Other comprehensive loss attributable to noncontrolling interests
|
403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
403
|
|
||||||
Balance at September 30, 2014
|
$
|
10,488
|
|
|
$
|
(128
|
)
|
|
$
|
—
|
|
|
$
|
(11,409
|
)
|
|
$
|
(602
|
)
|
|
$
|
(1,651
|
)
|
(a)
|
Amounts reclassified from accumulated other comprehensive (loss) income for the three-month and nine-month periods ended September 30, 2014 are included in Loss from discontinued operations (net of tax) and resulted from the release of cumulative foreign currency translation adjustments into earnings upon the sale of our antioxidant, ibuprofen and propofol businesses and assets which closed on September 1, 2014.
|
(b)
|
The pre-tax portion of amounts reclassified from accumulated other comprehensive (loss) income consists of amortization of prior service benefit, which is a component of pension and postretirement benefits cost (credit). See Note 12, “Pension Plans and Other Postretirement Benefits.”
|
(c)
|
The pre-tax portion of amounts reclassified from accumulated other comprehensive (loss) income is included in interest expense.
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||||
|
Foreign Currency Translation
|
|
Pension and Postretirement Benefits
|
|
Net Investment Hedge
|
|
Interest Rate Swap
|
|
Other
|
|
Foreign Currency Translation
|
|
Pension and Postretirement Benefits
|
|
Interest Rate Swap
|
|
Other
|
||||||||||||||||||
Other comprehensive (loss) income, before tax
|
$
|
(66,576
|
)
|
|
$
|
6
|
|
|
$
|
(5,394
|
)
|
|
$
|
834
|
|
|
$
|
(6
|
)
|
|
$
|
(101,675
|
)
|
|
$
|
(143
|
)
|
|
$
|
(1,556
|
)
|
|
$
|
35
|
|
Income tax (expense) benefit
|
(944
|
)
|
|
(4
|
)
|
|
1,987
|
|
|
(307
|
)
|
|
—
|
|
|
1,357
|
|
|
(4
|
)
|
|
568
|
|
|
(2
|
)
|
|||||||||
Other comprehensive (loss) income, net of tax
|
$
|
(67,520
|
)
|
|
$
|
2
|
|
|
$
|
(3,407
|
)
|
|
$
|
527
|
|
|
$
|
(6
|
)
|
|
$
|
(100,318
|
)
|
|
$
|
(147
|
)
|
|
$
|
(988
|
)
|
|
$
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||||
|
Foreign Currency Translation
|
|
Pension and Postretirement Benefits
|
|
Net Investment Hedge
|
|
Interest Rate Swap
|
|
Other
|
|
Foreign Currency Translation
|
|
Pension and Postretirement Benefits
|
|
Interest Rate Swap
|
|
Other
|
||||||||||||||||||
Other comprehensive (loss) income, before tax
|
$
|
(394,926
|
)
|
|
$
|
17
|
|
|
$
|
62,876
|
|
|
$
|
2,502
|
|
|
$
|
15
|
|
|
$
|
(107,011
|
)
|
|
$
|
(602
|
)
|
|
$
|
(17,976
|
)
|
|
$
|
146
|
|
Income tax benefit (expense)
|
29,059
|
|
|
(11
|
)
|
|
(23,167
|
)
|
|
(922
|
)
|
|
9
|
|
|
631
|
|
|
(13
|
)
|
|
6,567
|
|
|
(41
|
)
|
|||||||||
Other comprehensive (loss) income, net of tax
|
$
|
(365,867
|
)
|
|
$
|
6
|
|
|
$
|
39,709
|
|
|
$
|
1,580
|
|
|
$
|
24
|
|
|
$
|
(106,380
|
)
|
|
$
|
(615
|
)
|
|
$
|
(11,409
|
)
|
|
$
|
105
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
—
|
|
|
$
|
38,025
|
|
|
$
|
—
|
|
|
$
|
154,273
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations
|
$
|
—
|
|
|
$
|
(7,752
|
)
|
|
$
|
—
|
|
|
$
|
(90,439
|
)
|
Income tax benefit
|
—
|
|
|
(1,073
|
)
|
|
—
|
|
|
(21,966
|
)
|
||||
Loss from discontinued operations (net of tax)
|
$
|
—
|
|
|
$
|
(6,679
|
)
|
|
$
|
—
|
|
|
$
|
(68,473
|
)
|
(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
|
|
(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
|
)
|
(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
|
|
(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
|
)
|
(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
|
|
(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
|
)
|
(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
|
|
(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
|
|
(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
|
|
(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
|
|
(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
|
|
(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
|
|
(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
|
|
(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
|
)
|
(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
|
|
(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
|
)
|
(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
|
|
(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
|
)
|
(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
|
|
(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
|
|
(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
|
|
(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
|
|
(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
|
|
(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
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
changes in economic and business conditions;
|
•
|
changes in financial and operating performance of our major customers and industries and markets served by us;
|
•
|
the timing of orders received from customers;
|
•
|
the gain or loss of significant customers;
|
•
|
competition from other manufacturers;
|
•
|
changes in the demand for our products or the end-user markets in which our products are sold;
|
•
|
limitations or prohibitions on the manufacture and sale of our products;
|
•
|
availability of raw materials;
|
•
|
changes in the cost of raw materials and energy, and our ability to pass through such increases;
|
•
|
changes in our markets in general;
|
•
|
fluctuations in foreign currencies;
|
•
|
changes in laws and government regulation impacting our operations or our products;
|
•
|
the occurrence of claims or litigation;
|
•
|
the occurrence of natural disasters;
|
•
|
hazards associated with chemicals manufacturing;
|
•
|
the inability to maintain current levels of product or premises liability insurance or the denial of such coverage;
|
•
|
political unrest affecting the global economy, including adverse effects from terrorism or hostilities;
|
•
|
political instability affecting our manufacturing operations or joint ventures;
|
•
|
changes in accounting standards;
|
•
|
the inability to achieve results from our global manufacturing cost reduction initiatives as well as our ongoing continuous improvement and rationalization programs;
|
•
|
changes in the jurisdictional mix of our earnings and changes in tax laws and rates;
|
•
|
changes in monetary policies, inflation or interest rates that may impact our ability to raise capital or increase our cost of funds, impact the performance of our pension fund investments and increase our pension expense and funding obligations;
|
•
|
volatility and uncertainties in the debt and equity markets;
|
•
|
technology or intellectual property infringement, including cyber-security breaches, and other innovation risks;
|
•
|
decisions we may make in the future;
|
•
|
the ability to successfully operate and integrate Rockwood’s operations and realize anticipated synergies and other benefits; and
|
•
|
the other factors detailed from time to time in the reports we file with the SEC.
|
•
|
We announced the start of commissioning activities associated with our new, state-of-the-art lithium carbonate production plant located at our La Negra site in northern Chile. The 20,000 MT plant will enable the Company to meet the accelerating demand for lithium.
|
•
|
We announced our intent to transfer the production of n-Butyllithium from our facility in New Johnsonville, Tennessee, to existing plants in Germany and Taiwan. The transfer process is expected to be completed in the first quarter of 2016. The New Johnsonville facility will continue to manufacture some specialty lithium products and will support blending operations for customers in North America.
|
•
|
We announced that we will relocate our corporate headquarters and Performance Chemicals business from Baton Rouge, LA to Charlotte, NC. In addition, we will relocate Baton Rouge employees in our Refining Solutions business to our existing Clear Lake, TX office. Approximately 120 employees will be relocated to Charlotte or Clear Lake, with the majority of the relocations expected to take place in June 2016.
|
•
|
We announced our intention to redeem all of the outstanding 4.625% senior notes due 2020 issued by our wholly-owned subsidiary, Rockwood Specialties Group, Inc. The Notes were redeemed on October 15, 2015 at a redemption price of 103.469% of the principal amount of $1.25 billion, plus accrued and unpaid interest to the redemption date. The 4.625% senior notes were repaid with proceeds from a new term loan credit facility, comprised of a 364-day term loan facility in an aggregate principal amount of $300 million and a five-year term loan facility in an aggregate principal amount of $950 million.
|
•
|
We announced our intention to add up to 50,000 MT of mineral conversion production capacity to significantly boost battery grade lithium production to meet the growing needs of the energy storage market, in particular for customers in the global transportation industry utilizing lithium ion battery technology. Albemarle has commenced feasibility studies and is evaluating potential sites. The plant is expected to be operational in 2020.
|
•
|
Our board of directors declared a quarterly dividend of
$0.29
per share on
July 9, 2015
, which was paid on
October 1, 2015
to shareholders of record at the close of business as of
September 16, 2015
.
|
•
|
Our net sales for the quarter were
$905.1 million
, up
41%
from net sales of
$642.4 million
in the
third
quarter of
2014
.
|
•
|
Earnings per share from continuing operations was
$0.58
(on a diluted basis), a decrease of
43%
from
third
quarter
2014
results.
|
•
|
Cash provided by operating activities was
$183.7 million
in the
third
quarter, an increase of
36%
from
third
quarter 2014.
|
|
Three Months Ended September 30,
|
|
Percentage Change
|
|||||||
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|||||
|
(In thousands, except percentages and per share amounts)
|
|||||||||
NET SALES
|
$
|
905,093
|
|
|
$
|
642,418
|
|
|
41
|
%
|
Cost of goods sold
|
592,883
|
|
|
436,972
|
|
|
36
|
%
|
||
GROSS PROFIT
|
312,210
|
|
|
205,446
|
|
|
52
|
%
|
||
GROSS PROFIT MARGIN
|
34.5
|
%
|
|
32.0
|
%
|
|
|
|||
Selling, general and administrative expenses
|
137,615
|
|
|
66,012
|
|
|
108
|
%
|
||
Research and development expenses
|
25,295
|
|
|
22,407
|
|
|
13
|
%
|
||
Restructuring and other, net
|
(6,804
|
)
|
|
293
|
|
|
*
|
|
||
Acquisition and integration related costs
|
42,798
|
|
|
10,261
|
|
|
317
|
%
|
||
OPERATING PROFIT
|
113,306
|
|
|
106,473
|
|
|
6
|
%
|
||
OPERATING PROFIT MARGIN
|
12.5
|
%
|
|
16.6
|
%
|
|
|
|||
Interest and financing expenses
|
(32,058
|
)
|
|
(8,749
|
)
|
|
266
|
%
|
||
Other income (expenses), net
|
466
|
|
|
(6,618
|
)
|
|
*
|
|
||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EQUITY IN NET INCOME OF UNCONSOLIDATED INVESTMENTS
|
81,714
|
|
|
91,106
|
|
|
(10
|
)%
|
||
Income tax expense
|
16,892
|
|
|
11,737
|
|
|
44
|
%
|
||
Effective tax rate
|
20.7
|
%
|
|
12.9
|
%
|
|
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE EQUITY IN NET INCOME OF UNCONSOLIDATED INVESTMENTS
|
64,822
|
|
|
79,369
|
|
|
(18
|
)%
|
||
Equity in net income of unconsolidated investments (net of tax)
|
6,050
|
|
|
8,650
|
|
|
(30
|
)%
|
||
NET INCOME FROM CONTINUING OPERATIONS
|
70,872
|
|
|
88,019
|
|
|
(19
|
)%
|
||
Loss from discontinued operations (net of tax)
|
—
|
|
|
(6,679
|
)
|
|
(100
|
)%
|
||
NET INCOME
|
70,872
|
|
|
81,340
|
|
|
(13
|
)%
|
||
Net income attributable to noncontrolling interests
|
(5,480
|
)
|
|
(8,546
|
)
|
|
(36
|
)%
|
||
NET INCOME ATTRIBUTABLE TO ALBEMARLE CORPORATION
|
$
|
65,392
|
|
|
$
|
72,794
|
|
|
(10
|
)%
|
NET INCOME FROM CONTINUING OPERATIONS AS A PERCENTAGE OF NET SALES
|
7.8
|
%
|
|
13.7
|
%
|
|
|
|||
Basic earnings (loss) per share:
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
0.58
|
|
|
$
|
1.02
|
|
|
(43
|
)%
|
Discontinued operations
|
—
|
|
|
(0.09
|
)
|
|
(100
|
)%
|
||
|
$
|
0.58
|
|
|
$
|
0.93
|
|
|
(38
|
)%
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
0.58
|
|
|
$
|
1.01
|
|
|
(43
|
)%
|
Discontinued operations
|
—
|
|
|
(0.08
|
)
|
|
(100
|
)%
|
||
|
$
|
0.58
|
|
|
$
|
0.93
|
|
|
(38
|
)%
|
|
Three Months Ended September 30,
|
|
Percentage Change
|
|||||||||||||
|
2015
|
|
%
|
|
2014
|
|
%
|
|
2015 vs. 2014
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|||||||
Performance Chemicals
|
$
|
399,536
|
|
|
44.1
|
%
|
|
$
|
299,947
|
|
|
46.7
|
%
|
|
33
|
%
|
Refining Solutions
|
185,102
|
|
|
20.5
|
%
|
|
218,950
|
|
|
34.1
|
%
|
|
(15
|
)%
|
||
Chemetall Surface Treatment
|
211,877
|
|
|
23.4
|
%
|
|
—
|
|
|
—
|
%
|
|
*
|
|
||
All Other
|
102,224
|
|
|
11.3
|
%
|
|
123,521
|
|
|
19.2
|
%
|
|
(17
|
)%
|
||
Corporate
|
6,354
|
|
|
0.7
|
%
|
|
—
|
|
|
—
|
%
|
|
*
|
|
||
Total net sales
|
$
|
905,093
|
|
|
100.0
|
%
|
|
$
|
642,418
|
|
|
100.0
|
%
|
|
41
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|||||||
Performance Chemicals
|
$
|
136,209
|
|
|
58.0
|
%
|
|
$
|
82,329
|
|
|
56.9
|
%
|
|
65
|
%
|
Refining Solutions
|
54,517
|
|
|
23.2
|
%
|
|
61,674
|
|
|
42.7
|
%
|
|
(12
|
)%
|
||
Chemetall Surface Treatment
|
53,898
|
|
|
22.9
|
%
|
|
—
|
|
|
—
|
%
|
|
*
|
|
||
All Other
|
6,262
|
|
|
2.7
|
%
|
|
20,971
|
|
|
14.5
|
%
|
|
(70
|
)%
|
||
Corporate
|
(15,890
|
)
|
|
(6.8
|
)%
|
|
(20,370
|
)
|
|
(14.1
|
)%
|
|
(22
|
)%
|
||
Total adjusted EBITDA
|
$
|
234,996
|
|
|
100.0
|
%
|
|
$
|
144,604
|
|
|
100.0
|
%
|
|
63
|
%
|
|
Performance Chemicals
|
|
Refining Solutions
|
|
Chemetall Surface Treatment
|
|
Reportable Segments Total
|
|
All Other
|
|
Corporate
|
|
Consolidated Total
|
||||||||||||||
Three months ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
136,209
|
|
|
$
|
54,517
|
|
|
$
|
53,898
|
|
|
$
|
244,624
|
|
|
$
|
6,262
|
|
|
$
|
(15,890
|
)
|
|
$
|
234,996
|
|
Depreciation and amortization
|
(31,482
|
)
|
|
(8,804
|
)
|
|
(20,260
|
)
|
|
(60,546
|
)
|
|
(5,645
|
)
|
|
(2,712
|
)
|
|
(68,903
|
)
|
|||||||
Utilization of inventory markup
(a)
|
(16,834
|
)
|
|
—
|
|
|
—
|
|
|
(16,834
|
)
|
|
—
|
|
|
—
|
|
|
(16,834
|
)
|
|||||||
Restructuring and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,804
|
|
|
6,804
|
|
|||||||
Acquisition and integration related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,798
|
)
|
|
(42,798
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,058
|
)
|
|
(32,058
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,892
|
)
|
|
(16,892
|
)
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,077
|
|
|
1,077
|
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
87,893
|
|
|
$
|
45,713
|
|
|
$
|
33,638
|
|
|
$
|
167,244
|
|
|
$
|
617
|
|
|
$
|
(102,469
|
)
|
|
$
|
65,392
|
|
Three months ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
82,329
|
|
|
$
|
61,674
|
|
|
$
|
—
|
|
|
$
|
144,003
|
|
|
$
|
20,971
|
|
|
$
|
(20,370
|
)
|
|
$
|
144,604
|
|
Depreciation and amortization
|
(12,593
|
)
|
|
(8,823
|
)
|
|
—
|
|
|
(21,416
|
)
|
|
(3,492
|
)
|
|
(722
|
)
|
|
(25,630
|
)
|
|||||||
Restructuring and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(293
|
)
|
|
(293
|
)
|
|||||||
Acquisition and integration related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,261
|
)
|
|
(10,261
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,749
|
)
|
|
(8,749
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,737
|
)
|
|
(11,737
|
)
|
|||||||
Loss from discontinued operations (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,679
|
)
|
|
(6,679
|
)
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,440
|
)
|
|
(1,440
|
)
|
|||||||
Other
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,021
|
)
|
|
(7,021
|
)
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
69,736
|
|
|
$
|
52,851
|
|
|
$
|
—
|
|
|
$
|
122,587
|
|
|
$
|
17,479
|
|
|
$
|
(67,272
|
)
|
|
$
|
72,794
|
|
(a)
|
In connection with the acquisition of Rockwood, the Company valued Rockwood’s existing inventory at fair value as of the Acquisition Closing Date, which resulted in a markup of the underlying net book value of the inventory totaling approximately $103 million. The inventory markup is being expensed over the estimated remaining selling period. For the three-month period ended
September 30, 2015
,
$7.7 million
was included in Cost of goods sold, and Equity in net income of unconsolidated investments was reduced by
$9.1 million
, related to the utilization of the inventory markup.
|
(b)
|
Financing-related fees expensed in connection with the acquisition of Rockwood.
|
|
Nine Months Ended September 30,
|
|
Percentage Change
|
|||||||
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|||||
|
(In thousands, except percentages and per share amounts)
|
|||||||||
NET SALES
|
$
|
2,720,982
|
|
|
$
|
1,846,982
|
|
|
47
|
%
|
Cost of goods sold
|
1,849,740
|
|
|
1,238,574
|
|
|
49
|
%
|
||
GROSS PROFIT
|
871,242
|
|
|
608,408
|
|
|
43
|
%
|
||
GROSS PROFIT MARGIN
|
32.0
|
%
|
|
32.9
|
%
|
|
|
|||
Selling, general and administrative expenses
|
421,092
|
|
|
211,127
|
|
|
99
|
%
|
||
Research and development expenses
|
77,123
|
|
|
66,916
|
|
|
15
|
%
|
||
Restructuring and other, net
|
(6,804
|
)
|
|
20,625
|
|
|
(133
|
)%
|
||
Acquisition and integration related costs
|
126,487
|
|
|
15,104
|
|
|
*
|
|
||
OPERATING PROFIT
|
253,344
|
|
|
294,636
|
|
|
(14
|
)%
|
||
OPERATING PROFIT MARGIN
|
9.3
|
%
|
|
16.0
|
%
|
|
|
|||
Interest and financing expenses
|
(100,986
|
)
|
|
(26,255
|
)
|
|
285
|
%
|
||
Other income (expenses), net
|
50,964
|
|
|
(6,454
|
)
|
|
*
|
|
||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EQUITY IN NET INCOME OF UNCONSOLIDATED INVESTMENTS
|
203,322
|
|
|
261,927
|
|
|
(22
|
)%
|
||
Income tax expense
|
48,171
|
|
|
46,700
|
|
|
3
|
%
|
||
Effective tax rate
|
23.7
|
%
|
|
17.8
|
%
|
|
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE EQUITY IN NET INCOME OF UNCONSOLIDATED INVESTMENTS
|
155,151
|
|
|
215,227
|
|
|
(28
|
)%
|
||
Equity in net income of unconsolidated investments (net of tax)
|
22,236
|
|
|
28,200
|
|
|
(21
|
)%
|
||
NET INCOME FROM CONTINUING OPERATIONS
|
177,387
|
|
|
243,427
|
|
|
(27
|
)%
|
||
Loss from discontinued operations (net of tax)
|
—
|
|
|
(68,473
|
)
|
|
(100
|
)%
|
||
NET INCOME
|
177,387
|
|
|
174,954
|
|
|
1
|
%
|
||
Net income attributable to noncontrolling interests
|
(16,733
|
)
|
|
(23,130
|
)
|
|
(28
|
)%
|
||
NET INCOME ATTRIBUTABLE TO ALBEMARLE CORPORATION
|
$
|
160,654
|
|
|
$
|
151,824
|
|
|
6
|
%
|
NET INCOME FROM CONTINUING OPERATIONS AS A PERCENTAGE OF NET SALES
|
6.5
|
%
|
|
13.2
|
%
|
|
|
|||
Basic earnings (loss) per share:
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
1.45
|
|
|
$
|
2.79
|
|
|
(48
|
)%
|
Discontinued operations
|
—
|
|
|
(0.87
|
)
|
|
(100
|
)%
|
||
|
$
|
1.45
|
|
|
$
|
1.92
|
|
|
(24
|
)%
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
1.44
|
|
|
$
|
2.78
|
|
|
(48
|
)%
|
Discontinued operations
|
—
|
|
|
(0.87
|
)
|
|
(100
|
)%
|
||
|
$
|
1.44
|
|
|
$
|
1.91
|
|
|
(25
|
)%
|
(a)
|
A curtailment in the first quarter of 2014 related to our U.S. defined benefit plan which covers non-represented employees and our SERP, which triggered a remeasurement of the related assets and obligations. The curtailment was in connection with our workforce reduction plan initiated in the fourth quarter of 2013. The mark-to-market actuarial loss was primarily attributable to: (a) a decrease in the weighted-average discount rate for all of our domestic pension plans to 4.97% as of the remeasurement date, from 5.14% at December 31, 2013; and (b) the annualized actual return on the assets of the plan subject to remeasurement being approximately (5.00%), significantly lower than the expected return of 7.00%, as a result of overall market and investment portfolio performance.
|
(b)
|
A remeasurement in the third quarter of 2014 of the assets and obligations of one of our U.S. defined benefit plans for represented employees, which was included in the sale of our antioxidant, ibuprofen and propofol businesses and assets that closed on September 1, 2014. The mark-to-market actuarial loss was primarily attributable to: (a) a decrease in the weighted-average discount rate for all of our domestic pension plans to 4.94% as of the remeasurement date from 5.14% at December 31, 2013; (b) changes in mortality assumptions related to the plan; partially offset by (c) the annualized actual return on the assets of the plan subject to remeasurement being approximately 11.2%, higher than the expected return of 7.00% as a result of overall market and investment portfolio performance.
|
(a)
|
Estimated costs of $14.0 million ($9.2 million after income taxes) in connection with action we initiated in the first quarter to reduce the high cost supply capacity of certain aluminum alkyl products, primarily through the termination of a third party manufacturing contract.
|
(b)
|
An impairment charge of $3.0 million ($1.9 million after income taxes) for certain capital project costs also related to aluminum alkyls capacity which we do not expect to recover.
|
(c)
|
A write-off of $3.3 million ($2.1 million after income taxes) for certain multi-product facility project costs that we do not expect to recover in future periods.
|
(d)
|
$0.3 million ($0.2 million after income taxes) of other charges.
|
|
Nine Months Ended September 30,
|
|
Percentage Change
|
|||||||||||||
|
2015
|
|
%
|
|
2014
|
|
%
|
|
2015 vs. 2014
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|||||||
Performance Chemicals
|
$
|
1,224,864
|
|
|
45.0
|
%
|
|
$
|
856,221
|
|
|
46.4
|
%
|
|
43
|
%
|
Refining Solutions
|
528,841
|
|
|
19.4
|
%
|
|
618,635
|
|
|
33.5
|
%
|
|
(15
|
)%
|
||
Chemetall Surface Treatment
|
617,163
|
|
|
22.7
|
%
|
|
—
|
|
|
—
|
%
|
|
*
|
|
||
All Other
|
337,997
|
|
|
12.4
|
%
|
|
372,126
|
|
|
20.1
|
%
|
|
(9
|
)%
|
||
Corporate
|
12,117
|
|
|
0.5
|
%
|
|
—
|
|
|
—
|
%
|
|
*
|
|
||
Total net sales
|
$
|
2,720,982
|
|
|
100.0
|
%
|
|
$
|
1,846,982
|
|
|
100.0
|
%
|
|
47
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|||||||
Performance Chemicals
|
$
|
415,419
|
|
|
56.9
|
%
|
|
$
|
232,668
|
|
|
54.7
|
%
|
|
79
|
%
|
Refining Solutions
|
144,910
|
|
|
19.8
|
%
|
|
189,259
|
|
|
44.5
|
%
|
|
(23
|
)%
|
||
Chemetall Surface Treatment
|
148,344
|
|
|
20.3
|
%
|
|
—
|
|
|
—
|
%
|
|
*
|
|
||
All Other
|
29,540
|
|
|
4.0
|
%
|
|
63,482
|
|
|
14.9
|
%
|
|
(53
|
)%
|
||
Corporate
|
(7,508
|
)
|
|
(1.0
|
)%
|
|
(60,087
|
)
|
|
(14.1
|
)%
|
|
(88
|
)%
|
||
Total adjusted EBITDA
|
$
|
730,705
|
|
|
100.0
|
%
|
|
$
|
425,322
|
|
|
100.0
|
%
|
|
72
|
%
|
|
Performance Chemicals
|
|
Refining Solutions
|
|
Chemetall Surface Treatment
|
|
Reportable Segments Total
|
|
All Other
|
|
Corporate
|
|
Consolidated Total
|
||||||||||||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
415,419
|
|
|
$
|
144,910
|
|
|
$
|
148,344
|
|
|
$
|
708,673
|
|
|
$
|
29,540
|
|
|
$
|
(7,508
|
)
|
|
$
|
730,705
|
|
Depreciation and amortization
|
(93,608
|
)
|
|
(25,397
|
)
|
|
(57,567
|
)
|
|
(176,572
|
)
|
|
(16,867
|
)
|
|
(6,933
|
)
|
|
(200,372
|
)
|
|||||||
Utilization of inventory markup
(a)
|
(79,239
|
)
|
|
—
|
|
|
(20,030
|
)
|
|
(99,269
|
)
|
|
(3,029
|
)
|
|
—
|
|
|
(102,298
|
)
|
|||||||
Restructuring and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,804
|
|
|
6,804
|
|
|||||||
Acquisition and integration related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126,487
|
)
|
|
(126,487
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,986
|
)
|
|
(100,986
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,171
|
)
|
|
(48,171
|
)
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,900
|
|
|
5,900
|
|
|||||||
Other
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,441
|
)
|
|
(4,441
|
)
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
242,572
|
|
|
$
|
119,513
|
|
|
$
|
70,747
|
|
|
$
|
432,832
|
|
|
$
|
9,644
|
|
|
$
|
(281,822
|
)
|
|
$
|
160,654
|
|
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
232,668
|
|
|
$
|
189,259
|
|
|
$
|
—
|
|
|
$
|
421,927
|
|
|
$
|
63,482
|
|
|
$
|
(60,087
|
)
|
|
$
|
425,322
|
|
Depreciation and amortization
(c)
|
(37,742
|
)
|
|
(25,351
|
)
|
|
—
|
|
|
(63,093
|
)
|
|
(10,279
|
)
|
|
(1,807
|
)
|
|
(75,179
|
)
|
|||||||
Restructuring and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,625
|
)
|
|
(20,625
|
)
|
|||||||
Acquisition and integration related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,104
|
)
|
|
(15,104
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,255
|
)
|
|
(26,255
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,700
|
)
|
|
(46,700
|
)
|
|||||||
Loss from discontinued operations (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68,473
|
)
|
|
(68,473
|
)
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,141
|
)
|
|
(14,141
|
)
|
|||||||
Other
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,021
|
)
|
|
(7,021
|
)
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
194,926
|
|
|
$
|
163,908
|
|
|
$
|
—
|
|
|
$
|
358,834
|
|
|
$
|
53,203
|
|
|
$
|
(260,213
|
)
|
|
$
|
151,824
|
|
(a)
|
In connection with the acquisition of Rockwood, the Company valued Rockwood’s existing inventory at fair value as of the Acquisition Closing Date, which resulted in a markup of the underlying net book value of the inventory totaling approximately $103 million. The inventory markup is being expensed over the estimated remaining selling period. For the
nine
-month period ended
September 30, 2015
,
$75.4 million
was included in Cost of goods sold, and Equity in net income of unconsolidated investments was reduced by
$26.9 million
, related to the utilization of the inventory markup.
|
(b)
|
Financing-related fees expensed in connection with the acquisition of Rockwood.
|
(c)
|
Excludes discontinued operations.
|
•
|
€700.0 million of 1.875% senior notes, due on December 8, 2021;
|
•
|
$250.0 million of 3.00% senior notes, due on December 1, 2019;
|
•
|
$350.0 million of 4.50% senior notes, due on December 15, 2020;
|
•
|
$425.0 million of 4.15% senior notes, due on December 1, 2024; and
|
•
|
$350.0 million of 5.45% senior notes, due on December 1, 2044.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 6.
|
Exhibits.
|
10.1
|
|
|
Third Amendment to Credit Agreement, dated as of September 14, 2015, among Albemarle Corporation and Albemarle Global Finance Company SCA, as borrowers, the several banks and other financial institutions as may from time to time become parties thereto, and Bank of America, N.A., as administrative agent.
|
|
|
|
|
10.2
|
|
|
Term Loan Agreement, dated as of September 14, 2015, among Albemarle Corporation, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on September 14, 2015, and incorporated herein by reference].
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.
|
|
|
|
|
32.2
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.
|
|
|
|
|
101
|
|
|
Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2015, furnished in XBRL (eXtensible Business Reporting Language)).
|
|
|
|
|
|
|
|
|
|
ALBEMARLE CORPORATION
|
||
|
|
|
(Registrant)
|
||
|
|
|
|
||
Date:
|
November 6, 2015
|
|
By:
|
|
/
S
/ S
COTT
A. T
OZIER
|
|
|
|
|
|
Scott A. Tozier
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
(principal financial officer)
|
Pricing
Level
|
Debt Rating
S&P/Moody’s/ Fitch
|
Applicable Rate for Eurocurrency Rate Loans
|
Applicable Rate for Base Rate Loans
|
Letter of Credit Fee
|
Facility
Fee
|
|
|
|
|
|
|
1
|
BBB+/Baa1/BBB+ or better
|
1.000%
|
0.000%
|
1.000%
|
0.125%
|
2
|
BBB/Baa2/BBB
|
1.100%
|
0.100%
|
1.100%
|
0.150%
|
3
|
BBB-/Baa3/BBB-
|
1.300%
|
0.300%
|
1.300%
|
0.200%
|
4
|
BB+/Ba1/BB+
|
1.500%
|
0.500%
|
1.500%
|
0.250%
|
5
|
worse than BB+/Ba1/BB+ or unrated
|
1.700%
|
0.700%
|
1.700%
|
0.300%
|
COMPANY:
|
ALBEMARLE CORPORATION,
|
|||
|
a Virginia corporation
|
|
||
|
|
|
|
|
|
By:
|
/s/ Scott A. Tozier
|
|
|
|
Name: Scott A. Tozier
|
|
||
|
Title: Senior Vice President, Chief Financial Officer
|
|||
|
|
|
|
|
BELGIAN BORROWER:
|
ALBEMARLE GLOBAL FINANCE COMPANY SCA
|
|||
|
|
|
|
|
|
|
By:
|
ALBEMARLE EUROPE SPRL,
|
|
|
|
as unlimited partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Steven L. Bray
|
|
|
|
Steven L. Bray
|
|
|
|
|
Title: Vice President, Deputy General Counsel and Assistant Secretary of Albemarle Corporation
|
||
|
|
|
|
|
ADMINISTRATIVE AGENT:
|
BANK OF AMERICA, N.A.,
|
|
||
|
as Administrative Agent
|
|
||
|
|
|
|
|
|
By:
|
/s/ Robert Rittelmeyer
|
|
|
|
Name: Robert Rittelmeyer
|
|
||
|
Title: Vice President
|
|
||
|
|
|
|
|
LENDERS:
|
BANK OF AMERICA, N.A.,
|
|
||
|
as a Lender, L/C Issuer and Swing Line Lender
|
|||
|
|
|
|
|
|
By:
|
/s/ Christopher DiBiase
|
|
|
|
Name: Christopher DiBiase
|
|
||
|
Title: Director
|
|
||
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A.,
|
|||
|
as a Lender
|
|
||
|
|
|
|
|
|
By:
|
/s/ John Kushnerick
|
|
|
|
Name: John Kushnerick
|
|
||
|
Title: Executive Director
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WELLS FARGO BANK, N.A.,
|
|||
|
as a Lender
|
|
||
|
|
|
|
|
|
By:
|
/s/ Andrew G. Payne
|
|
|
|
Name: Andrew G. Payne
|
|
||
|
Title: Director
|
|
||
|
|
|
|
|
|
BNP PARIBAS
|
|
||
|
as a Lender
|
|
||
|
|
|
|
|
|
By:
|
/s/ Nader Tannous
|
|
|
|
Name: Nader Tannous
|
|
||
|
Title: Managing Director
|
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Pearce
|
|
|
|
Name: Michael Pearce
|
|
||
|
Title: Managing Director
|
|
||
|
|
|
|
|
|
SUMITOMO MITSUI BANKING CORPORATION,
|
|||
|
as a Lender
|
|
||
|
|
|
|
|
|
By:
|
/s/ David W. Kee
|
|
|
|
Name: David W. Kee
|
|
||
|
Title: Managing Director
|
|
||
|
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
|
|||
|
as a Lender
|
|
||
|
|
|
|
|
|
By:
|
/s/ Mark S. Campbell
|
|
|
|
Name: Mark S. Campbell
|
|
||
|
Title: Authorized Signatory
|
|
||
|
|
|
|
|
|
MIZUHO BANK, LTD.,
|
|
||
|
as a Lender
|
|
||
|
|
|
|
|
|
By:
|
/s/ Donna DeMagistris
|
|
|
|
Name: Donna DeMagistris
|
|
||
|
Title: Authorized Signatory
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HSBC BANK USA, NATIONAL ASSOCIATION,
|
|||
|
as a Lender
|
|
||
|
|
|
|
|
|
By:
|
/s/ Richard Dalton
|
|
|
|
Name: Richard Dalton
|
|
||
|
Title: Director
|
|
||
|
|
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION
|
|||
|
as a Lender
|
|
||
|
|
|
|
|
|
By:
|
/s/ Allison Burgun
|
|
|
|
Name: Allison Burgun
|
|
||
|
Title: Vice President
|
|
||
|
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
|
|||
|
as a Lender
|
|
||
|
|
|
|
|
|
By:
|
/s/ Christopher Keenan
|
|
|
|
Name: Christopher Keenan
|
|
||
|
Title: Assistant Vice President
|
|||
|
|
|
|
|
|
THE NORTHERN TRUST COMPANY
|
|||
|
as a Lender
|
|
||
|
|
|
|
|
|
By:
|
/s/ Keith L. Burson
|
|
|
|
Name: Keith L. Burson
|
|
||
|
Title: Senior Vice President
|
|
||
|
|
|
|
|
|
WHITNEY BANK
|
|
||
|
as a Lender
|
|
||
|
|
|
|
|
|
By:
|
/s/ Mark R. Phillips
|
|
|
|
Name: Mark R. Phillips
|
|
||
|
Title: Senior Vice President
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Albemarle Corporation for the period ended
September 30, 2015
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
Date:
|
November 6, 2015
|
/s/ L
UTHER
C. K
ISSAM
IV
|
Luther C. Kissam IV
|
Chief Executive Officer and Director
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Albemarle Corporation for the period ended
September 30, 2015
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
Date:
|
November 6, 2015
|
/s/ S
COTT
A. T
OZIER
|
Scott A. Tozier
|
Senior Vice President and Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ L
UTHER
C. K
ISSAM
IV
|
Luther C. Kissam IV
|
Chief Executive Officer and Director
|
November 6, 2015
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ S
COTT
A. T
OZIER
|
Scott A. Tozier
|
Senior Vice President and Chief Financial Officer
|
November 6, 2015
|