x
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Annual 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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Title of each class
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Name of each exchange on which registered
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COMMON STOCK, $.01 Par Value
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NEW YORK STOCK EXCHANGE
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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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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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Item 1.
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Business.
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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Item 1A.
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Risk Factors.
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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•
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fluctuations in foreign currency exchange rates may affect product demand and may adversely affect the profitability in U.S. Dollars of products and services we provide in international markets where payment for our products and services is made in the local currency;
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•
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transportation and other shipping costs may increase;
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•
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intellectual property rights may be more difficult to enforce;
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•
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increased cost of, and decreased availability of raw materials;
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•
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changes in foreign laws and tax rates or U.S. laws and tax rates with respect to foreign income may unexpectedly increase the rate at which our income is taxed, impose new and additional taxes on remittances, repatriation or other payments by subsidiaries, or cause the loss of previously recorded tax benefits;
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•
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foreign countries may adopt other restrictions on foreign trade or investment, including currency exchange controls;
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trade sanctions could result in losing access to customers and suppliers in those countries;
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•
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unexpected adverse changes in foreign laws or regulatory requirements may occur;
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•
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agreements may be difficult to enforce and receivables difficult to collect;
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compliance with a variety of foreign laws and regulations may be burdensome;
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compliance with anti-bribery and anti-corruption laws may be costly;
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•
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unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining export licenses;
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•
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general economic conditions in the countries in which we operate could have an adverse effect on our earnings from operations in those countries;
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•
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foreign operations may experience staffing difficulties and labor disputes;
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Albemarle Corporation and Subsidiaries
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•
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foreign governments may nationalize private enterprises; and
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•
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our business and profitability in a particular country could be affected by political or economic repercussions from terrorist activities and the response to such activities, the possibility of hyperinflationary conditions and political instability in certain countries.
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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•
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potential disruption of our ongoing business and distraction of management;
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Albemarle Corporation and Subsidiaries
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•
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unforeseen claims and liabilities, including unexpected environmental exposures;
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•
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unforeseen adjustments, charges and write-offs;
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•
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problems enforcing the indemnification obligations of sellers of businesses or joint venture partners for claims and liabilities;
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•
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unexpected losses of customers of, or suppliers to, the acquired business;
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•
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difficulty in conforming the acquired businesses’ standards, processes, procedures and controls with our operations;
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•
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variability in financial information arising from the implementation of purchase price accounting;
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•
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inability to coordinate new product and process development;
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•
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loss of senior managers and other critical personnel and problems with new labor unions; and
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•
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challenges arising from the increased scope, geographic diversity and complexity of our operations.
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Albemarle Corporation and Subsidiaries
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Albemarle Corporation and Subsidiaries
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•
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reducing flexibility in planning for, or reacting to, changes in our businesses, the competitive environment and the industries in which we operate, and to technological and other changes;
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•
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lowering credit ratings;
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•
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reducing access to capital and increasing borrowing costs generally or for any additional indebtedness to finance future operating and capital expenses and for general corporate purposes;
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•
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reducing funds available for operations, capital expenditures and other activities; and
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•
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creating competitive disadvantages relative to other companies with lower debt levels.
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Albemarle Corporation and Subsidiaries
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties.
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Location
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Business Segment in 2015
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Principal Use
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Owned/Leased
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Amsterdam, the Netherlands
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Refining Solutions
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Production of refinery catalysts, research and product development activities
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Owned
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Auckland, New Zealand
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Chemetall Surface Treatment
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Production of surface treatment chemicals for general industry, aerospace, and other pre-treatment technologies
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Leased
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Baton Rouge, Louisiana
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Performance Chemicals
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Research and product development activities, and production of flame retardants, catalysts and additives
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Owned; on leased land
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Bayswater North, Australia
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Chemetall Surface Treatment
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Production of surface treatment chemicals for general industry, aerospace, and other pre-treatment technologies
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Owned
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Bitterfeld, Germany
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Refining Solutions
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Refinery catalyst regeneration, rejuvenation, and sulfiding
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Owned by Eurecat S.A., a joint venture owned 50% by each of IFP Investissements and us
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Blackman Township, Michigan
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Chemetall Surface Treatment
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Production of surface treatment chemicals for general industry, automotive, and other pre-treatment technologies
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Owned
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Boksburg, South Africa
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Chemetall Surface Treatment
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Production of surface treatment chemicals for automotive and other pre-treatment technologies
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Owned
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Cambridge, U.K.
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Performance Chemicals
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Production of performance catalysts
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Leased
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Canovelles, Spain
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Chemetall Surface Treatment
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Production of surface treatment chemicals for automotive and other pre-treatment technologies
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Owned
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Albemarle Corporation and Subsidiaries
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Location
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Business Segment in 2015
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Principal Use
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Owned/Leased
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Cayirova-Kocaeli, Turkey
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Chemetall Surface Treatment
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Production of surface treatment chemicals for automotive and other pre-treatment technologies
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Owned
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Changchun, China
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Chemetall Surface Treatment
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Production of surface treatment chemicals for automotive and other pre-treatment technologies
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Leased by Changchun Chemetall Chemicals Company Limited, a joint venture owned 57% by us and 43% by Changchun Yongchan Petro Chemicals Company Limited
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Chennai, India
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Chemetall Surface Treatment
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Production of surface treatment chemicals for automotive and other pre-treatment technologies
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Owned
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Chongqing, China
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Chemetall Surface Treatment
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Production of surface treatment chemicals for automotive and other pre-treatment technologies
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Leased by Chongqing Chemetall Surface Treatment Company Limited, a joint venture owned 55% by us and 45% by Zhongtian Environmental Protection (Group) Company Limited
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El Marqués, Querétaro, Mexico
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Chemetall Surface Treatment
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Production of surface treatment chemicals for aerospace, automotive, other pre-treatment technologies
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Leased
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Foshan, China
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Chemetall Surface Treatment
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Production of surface treatment chemicals for general industry and automotive
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Leased by Foshan Chemetall Surface Treatment Company, a joint venture owned 57% by us and 43% by Changchun Yongchan Petro Chemicals Company Limited
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Giussano, Italy
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Chemetall Surface Treatment
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Production of surface treatment chemicals for automotive and other pre-treatment technologies
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Owned
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Greenbushes, Australia
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Performance Chemicals
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Production of lithium spodumene minerals and lithium concentrate
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Owned by Windfield Holdings Pty Ltd, a joint venture in which we own 49%, and Sichuan Tianqi Lithium Industries Inc which owns the remaining interest
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Jubail, Saudi Arabia
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Performance Chemicals
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Manufacturing and marketing of organometallics
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Owned; Albemarle Netherlands BV and Saudi Specialty Chemicals Company (a SABIC affiliate) each owns 50% interest
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Jundiai/São Paulo, Brazil
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Chemetall Surface Treatment
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Production of surface treatment chemicals for automotive and other pre-treatment technologies
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Owned
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Kings Mountain, North Carolina
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Performance Chemicals
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Production of technical and battery grade lithium hydroxide
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Owned
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La Mirada, California
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Chemetall Surface Treatment
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Production of surface treatment chemicals for pre-treatment technologies and aerospace
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Leased
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La Negra, Chile
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Performance Chemicals
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Production of lithium carbonate and lithium chloride
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Owned
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Langelsheim, Germany
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Performance Chemicals; Chemetall Surface Treatment
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Production of butyllithium, lithium chloride, specialty products, lithium hydrides, cesium, special metals, as well as surface treatment chemicals for automotive technologies, other pre-treatment technologies and aerospace (sealants)
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Owned
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Albemarle Corporation and Subsidiaries
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Location
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Business Segment in 2015
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Principal Use
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Owned/Leased
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Louvain-la-Neuve, Belgium
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Refining Solutions; Performance Chemicals; All Other
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Regional offices and research and customer technical service activities
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Owned
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La Voulte, France
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Refining Solutions
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Refinery catalysts regeneration and treatment, research and development activities
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Owned by Eurecat S.A., a joint venture owned 50% by each of IFP Investissements and us
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Magnolia, Arkansas
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Performance Chemicals
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Production of flame retardants, bromine, inorganic bromides, agricultural intermediates and tertiary amines
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Owned
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McAlester, Oklahoma
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Refining Solutions
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Refinery catalyst regeneration, rejuvenation, pre-reclaim burn off, as well as specialty zeolites and additives marketing activities
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Owned by Eurecat S.A., a joint venture owned 50% by each of IFP Investissements and us
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Mobile, Alabama
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Performance Chemicals
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Production of tin stabilizers
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Owned by PMC Group, Inc. which operates the plant for Stannica LLC, a joint venture in which we and PMC Group Inc. each own a 50% interest
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Mönchengladbach, Germany
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Chemetall Surface Treatment
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Production of surface treatment chemicals for general industry
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Owned
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Nanjing, China
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Chemetall Surface Treatment
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Production of surface treatment chemicals for automotive and other pre-treatment technologies
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Leased
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New Johnsonville, Tennessee
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Performance Chemicals
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Production of specialty products
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Owned
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Niihama, Japan
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Refining Solutions
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Production of refinery catalysts
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Leased by Nippon Ketjen Company Limited, a joint venture owned 50% by each of Sumitomo Metal Mining Company Limited and us
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Pasadena, Texas
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Performance Chemicals; All Other
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Production of aluminum alkyls, alkenyl succinic anhydride, orthoalkylated anilines, and other specialty chemicals
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Owned
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Pasadena, Texas
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Refining Solutions
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Production of refinery catalysts, research and development activities
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Owned
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Pasadena, Texas
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Refining Solutions
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Refinery catalysts regeneration services
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Owned by Eurecat U.S. Incorporated, a joint venture in which we own a 57.5% interest and a consortium of entities in various proportions owns the remaining interest
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Pune, India
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Chemetall Surface Treatment
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Production of surface treatment chemicals for automotive and other pre-treatment technologies
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Owned
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Safi, Jordan
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Performance Chemicals
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Production of bromine and derivatives and flame retardants
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Owned and leased by JBC, a joint venture owned 50% by each of Arab Potash Company Limited and us
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Salar de Atacama, Chile
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Performance Chemicals
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Production of lithium brine and potash
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Owned; however ownership will revert to the Chilean government once we have sold all remaining amounts under our contract with the Chilean government pursuant to which we obtain lithium brine in Chile
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Albemarle Corporation and Subsidiaries
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Location
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Business Segment in 2015
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Principal Use
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Owned/Leased
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Santa Cruz, Brazil
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Refining Solutions
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Production of catalysts, research and product development activities
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Owned by Fábrica Carioca de Catalisadores S.A, a joint venture owned 50% by each of Petrobras Química S.A.—PETROQUISA and us
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Sens, France
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Chemetall Surface Treatment
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Production of surface treatment chemicals for automotive and other pre-treatment technologies
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Owned
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Shanghai, China
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Chemetall Surface Treatment
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Production of surface treatment chemicals for automotive and other pre-treatment technologies
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Leased
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Silver Peak, Nevada
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Performance Chemicals
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Production of lithium-carbonate
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Owned
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Singapore, Singapore
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Chemetall Surface Treatment
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Production of surface treatment chemicals for aerospace and other pre-treatment technologies
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Leased
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Soissons, France
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Chemetall Surface Treatment
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Production of surface treatment chemicals for aerospace industry
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Owned
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South Haven, Michigan
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All Other
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Production of custom fine chemistry products including pharmaceutical actives
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Owned
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Taichung, Taiwan
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Performance Chemicals
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Production of butyllithium
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Owned
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Takaishi City, Osaka, Japan
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Performance Chemicals
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Production of aluminum alkyls
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Owned by Nippon Aluminum Alkys, a joint venture owned 50% by each of Mitsui Chemicals, Inc. and us
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Twinsburg, Ohio
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Performance Chemicals
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Production of bromine-activated carbon
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Leased
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Tyrone, Pennsylvania
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All Other
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Production of custom fine chemistry products, agricultural intermediates, performance polymer products and research and development activities
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Owned
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Willstatt, Germany
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Chemetall Surface Treatment
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Production of surface treatment chemicals for coil coating applications
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Leased
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Yeosu, South Korea
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Performance Chemicals
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Research and product development activities/small scale production of catalysts and catalyst components
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Owned
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Item 3.
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Legal Proceedings.
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Albemarle Corporation and Subsidiaries
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Item 4.
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Mine Safety Disclosures.
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Name
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Age
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Position
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Luther C. Kissam IV
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51
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President, Chief Executive Officer and Director
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Matthew K. Juneau
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55
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Senior Vice President, Corporate Strategy and Investor Relations
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Susan Kelliher
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49
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Senior Vice President, Human Resources
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Karen G. Narwold
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56
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Senior Vice President, General Counsel, Corporate and Government Affairs, Corporate Secretary
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Scott A. Tozier
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50
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Senior Vice President, Chief Financial Officer
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Donald J. LaBauve, Jr.
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49
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Vice President, Corporate Controller, Chief Accounting Officer
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Albemarle Corporation and Subsidiaries
|
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Item 5.
|
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
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Common Stock Price Range
|
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Dividends
Declared Per
Share of
Common Stock
|
||||||||
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High
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Low
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|||||||
2014
|
|
|
|
|
|
||||||
First Quarter
|
$
|
67.31
|
|
|
$
|
60.92
|
|
|
$
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0.275
|
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Second Quarter
|
$
|
72.69
|
|
|
$
|
64.55
|
|
|
$
|
0.275
|
|
Third Quarter
|
$
|
76.28
|
|
|
$
|
58.37
|
|
|
$
|
0.275
|
|
Fourth Quarter
|
$
|
63.38
|
|
|
$
|
51.35
|
|
|
$
|
0.275
|
|
2015
|
|
|
|
|
|
||||||
First Quarter
|
$
|
62.23
|
|
|
$
|
46.78
|
|
|
$
|
0.29
|
|
Second Quarter
|
$
|
64.99
|
|
|
$
|
52.23
|
|
|
$
|
0.29
|
|
Third Quarter
|
$
|
55.83
|
|
|
$
|
41.37
|
|
|
$
|
0.29
|
|
Fourth Quarter
|
$
|
57.99
|
|
|
$
|
44.10
|
|
|
$
|
0.29
|
|
Albemarle Corporation and Subsidiaries
|
||
|
Item 6.
|
Selected Financial Data.
|
Item 7.
|
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;
|
Albemarle Corporation and Subsidiaries
|
||
|
•
|
changes in laws and government regulation impacting our operations or our products;
|
•
|
the occurrence of regulatory proceedings, claims or litigation;
|
•
|
the occurrence of cyber-security breaches, terrorist attacks, industrial accidents, natural disasters or climate change;
|
•
|
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 execute, operate and integrate acquisitions and divestitures, including the integration of 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.
|
•
|
In the first quarter, we increased our quarterly dividend for the 21st consecutive year, to $0.29 per share.
|
•
|
On January 12, 2015, we completed the acquisition of Rockwood for a purchase price of approximately $5.7 billion.
|
•
|
In connection with the acquisition of Rockwood, we realigned our organizational structure under three reportable segments: Performance Chemicals, Refining Solutions and Chemetall Surface Treatment.
|
•
|
On February 19, 2015, our Chemetall Surface Treatment segment completed the acquisition of all remaining shares of its Shanghai Chemetall joint venture for a purchase price of $57.6 million.
|
Albemarle Corporation and Subsidiaries
|
||
|
•
|
We repaid our $325.0 million senior notes which matured on February 1, 2015.
|
•
|
We announced a new leading-edge catalyst that will further strengthen our position in the hydrocracking pre-treat (“HC-PT”) market. Pilot plant testing of the new HC-PT catalyst is complete and commercial sales have begun.
|
•
|
On May 1, 2015, our Chemetall Surface Treatment segment completed the acquisition of the aluminum finishing business of Chemal GmbH & Co. KG (“Chemal GmbH”), based in Hamm, Germany. Cash paid in connection with this acquisition was approximately $2.2 million.
|
•
|
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. We believe the 20,000 MT plant will help 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.
|
•
|
On October 15, 2015, we redeemed all of the outstanding 4.625% senior notes issued by our wholly-owned subsidiary, Rockwood Specialties Group, Inc., 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.
|
•
|
We announced the first commercial application of our AlkyStar
TM
catalyst technology in Shandong, China. Our zeolite-based AlkyStar
TM
catalyst successfully produced high-quality alkylate after start-up of the world’s first solid acid catalyst alkylation unit.
|
•
|
On November 5, 2015, we signed a definitive agreement to sell our Tribotecc metal sulfides business to Treibacher Industrie AG. On January 4, 2016, t
he Company closed the sale of this business.
Included in the transaction were sites in Vienna and Arnoldstein, Austria, and Tribotecc’s proprietary sulfide syntheses process. We received net proceeds of approximately $137 million in the first quarter of 2016 from the sale of this business.
|
•
|
On December 16, 2015, the Company signed a definitive agreement to sell its minerals-based flame retardants and specialty chemicals businesses to Huber Engineered Materials, a division of J.M. Huber Corporation. The transaction includes Albemarle’s Martinswerk GmbH subsidiary and manufacturing facility located in Bergheim, Germany, and Albemarle’s 50% ownership interest in Magnifin Magnesiaprodukte GmbH, a joint-venture with Radex Heraklith Industriebeteiligung AG at Breitenau, Austria. On February 1, 2016, the Company closed the sale of these businesses and received net proceeds of approximately $187 million.
|
•
|
On December 23, 2015, we paid approximately $4.8 million in connection with the acquisition of the remaining noncontrolling interests’ share of Nanjing Chemetall Surface Technologies Co., Ltd.
|
•
|
We achieved earnings from continuing operations of
$360.1 million
during
2015
as compared to
$230.4 million
for
2014
. Our operating results contributed
$360.7 million
to cash flows from operations in
2015
. Earnings from continuing operations for
2015
includes pension and other postretirement benefit (“OPEB”) actuarial
gains
of
$27.8 million
after income taxes, compared to pension and OPEB actuarial
losses
of
$83.3 million
after income taxes in
2014
.
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
(a)
|
Estimated costs of approximately $20.5 million ($13.6 million after income taxes) in connection with action we initiated 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)
|
Other net charges of $2.4 million ($1.4 million after income taxes), mainly in connection with a write-off of certain multi-product facility project costs that we do not expect to recover in future periods.
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
|
|
Year Ended December 31,
|
|
Percentage Change
|
|||||||||||||
|
|
2015
|
|
%
|
|
2014
|
|
%
|
|
2015 vs. 2014
|
|||||||
|
|
(In thousands, except percentages)
|
|||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Performance Chemicals
|
|
$
|
1,610,319
|
|
|
44.1
|
%
|
|
$
|
1,121,645
|
|
|
45.9
|
%
|
|
44
|
%
|
Refining Solutions
|
|
729,261
|
|
|
20.0
|
%
|
|
852,139
|
|
|
34.8
|
%
|
|
(14
|
)%
|
||
Chemetall Surface Treatment
|
|
824,906
|
|
|
22.6
|
%
|
|
—
|
|
|
—
|
%
|
|
*
|
|
||
All Other
|
|
471,434
|
|
|
12.9
|
%
|
|
471,764
|
|
|
19.3
|
%
|
|
—
|
%
|
||
Corporate
|
|
15,415
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
%
|
|
*
|
|
||
Total net sales
|
|
$
|
3,651,335
|
|
|
100.0
|
%
|
|
$
|
2,445,548
|
|
|
100.0
|
%
|
|
49
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Performance Chemicals
|
|
$
|
535,520
|
|
|
55.8
|
%
|
|
$
|
306,572
|
|
|
54.5
|
%
|
|
75
|
%
|
Refining Solutions
|
|
197,595
|
|
|
20.6
|
%
|
|
256,485
|
|
|
45.6
|
%
|
|
(23
|
)%
|
||
Chemetall Surface Treatment
|
|
202,028
|
|
|
21.1
|
%
|
|
—
|
|
|
—
|
%
|
|
*
|
|
||
All Other
|
|
53,993
|
|
|
5.6
|
%
|
|
73,973
|
|
|
13.2
|
%
|
|
(27
|
)%
|
||
Corporate
|
|
(29,814
|
)
|
|
(3.1
|
)%
|
|
(74,875
|
)
|
|
(13.3
|
)%
|
|
(60
|
)%
|
||
Total adjusted EBITDA
|
|
$
|
959,322
|
|
|
100.0
|
%
|
|
$
|
562,155
|
|
|
100.0
|
%
|
|
71
|
%
|
Albemarle Corporation and Subsidiaries
|
||
|
|
Performance Chemicals
|
|
Refining Solutions
|
|
Chemetall Surface Treatment
|
|
Reportable Segments Total
|
|
All Other
|
|
Corporate
|
|
Consolidated Total
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
535,520
|
|
|
$
|
197,595
|
|
|
$
|
202,028
|
|
|
$
|
935,143
|
|
|
$
|
53,993
|
|
|
$
|
(29,814
|
)
|
|
$
|
959,322
|
|
Depreciation and amortization
|
(120,248
|
)
|
|
(34,039
|
)
|
|
(78,903
|
)
|
|
(233,190
|
)
|
|
(18,183
|
)
|
|
(8,703
|
)
|
|
(260,076
|
)
|
|||||||
Utilization of inventory markup
(a)
|
(79,977
|
)
|
|
—
|
|
|
(20,030
|
)
|
|
(100,007
|
)
|
|
(3,029
|
)
|
|
—
|
|
|
(103,036
|
)
|
|||||||
Restructuring and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,804
|
|
|
6,804
|
|
|||||||
Acquisition and integration related costs
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146,096
|
)
|
|
(146,096
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132,722
|
)
|
|
(132,722
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,122
|
)
|
|
(29,122
|
)
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,244
|
|
|
46,244
|
|
|||||||
Other
(c)
|
—
|
|
|
(1,971
|
)
|
|
—
|
|
|
(1,971
|
)
|
|
—
|
|
|
(4,441
|
)
|
|
(6,412
|
)
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
335,295
|
|
|
$
|
161,585
|
|
|
$
|
103,095
|
|
|
$
|
599,975
|
|
|
$
|
32,781
|
|
|
$
|
(297,850
|
)
|
|
$
|
334,906
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
306,572
|
|
|
$
|
256,485
|
|
|
$
|
—
|
|
|
$
|
563,057
|
|
|
$
|
73,973
|
|
|
$
|
(74,875
|
)
|
|
$
|
562,155
|
|
Depreciation and amortization
(d)
|
(51,707
|
)
|
|
(32,670
|
)
|
|
—
|
|
|
(84,377
|
)
|
|
(13,478
|
)
|
|
(2,552
|
)
|
|
(100,407
|
)
|
|||||||
Restructuring and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,947
|
)
|
|
(25,947
|
)
|
|||||||
Acquisition and integration related costs
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,158
|
)
|
|
(30,158
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,358
|
)
|
|
(41,358
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,484
|
)
|
|
(18,484
|
)
|
|||||||
Loss from discontinued operations (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,531
|
)
|
|
(69,531
|
)
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,462
|
)
|
|
(125,462
|
)
|
|||||||
Other
(e)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,492
|
)
|
|
(17,492
|
)
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
254,865
|
|
|
$
|
223,815
|
|
|
$
|
—
|
|
|
$
|
478,680
|
|
|
$
|
60,495
|
|
|
$
|
(405,859
|
)
|
|
$
|
133,316
|
|
(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 was expensed over the estimated remaining selling period. For the year ended
December 31, 2015
,
$75.9 million
was included in Cost of goods sold, and Equity in net income of unconsolidated investments was reduced by
$27.1 million
, related to the utilization of the inventory markup.
|
(b)
|
See “
Acquisition and Integration Related Costs
” on page 36 for a description of these costs.
|
(c)
|
Refining Solutions includes an impairment charge of approximately $2.0 million related to our unconsolidated investment in Fábrica Carioca de Catalisadores SA. Corporate includes approximately $4.4 million of financing-related fees expensed in connection with the acquisition of Rockwood.
|
(d)
|
Excludes discontinued operations.
|
(e)
|
Financing-related fees expensed in connection with the acquisition of Rockwood.
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
(a)
|
Estimated costs of approximately $20.5 million ($13.6 million after income taxes) in connection with action we initiated 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)
|
Other net charges of $2.4 million ($1.4 million after income taxes), mainly in connection with a write-off of certain multi-product facility project costs that we do not expect to recover in future periods.
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
|
|
Year Ended December 31,
|
|
Percentage Change
|
|||||||||||||
|
|
2014
|
|
%
|
|
2013
|
|
%
|
|
2014 vs. 2013
|
|||||||
|
|
(In thousands, except percentages)
|
|||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Performance Chemicals
|
|
$
|
1,121,645
|
|
|
45.9
|
%
|
|
$
|
1,141,890
|
|
|
47.7
|
%
|
|
(2
|
)%
|
Refining Solutions
|
|
852,139
|
|
|
34.8
|
%
|
|
775,207
|
|
|
32.4
|
%
|
|
10
|
%
|
||
All Other
|
|
471,764
|
|
|
19.3
|
%
|
|
477,173
|
|
|
19.9
|
%
|
|
(1
|
)%
|
||
Total net sales
|
|
$
|
2,445,548
|
|
|
100.0
|
%
|
|
$
|
2,394,270
|
|
|
100.0
|
%
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Performance Chemicals
|
|
$
|
306,572
|
|
|
54.5
|
%
|
|
$
|
364,712
|
|
|
65.4
|
%
|
|
(16
|
)%
|
Refining Solutions
|
|
256,485
|
|
|
45.6
|
%
|
|
190,388
|
|
|
34.1
|
%
|
|
35
|
%
|
||
All Other
|
|
73,973
|
|
|
13.2
|
%
|
|
71,691
|
|
|
12.9
|
%
|
|
3
|
%
|
||
Corporate
|
|
(74,875
|
)
|
|
(13.3
|
)%
|
|
(69,240
|
)
|
|
(12.4
|
)%
|
|
8
|
%
|
||
Total adjusted EBITDA
|
|
$
|
562,155
|
|
|
100.0
|
%
|
|
$
|
557,551
|
|
|
100.0
|
%
|
|
1
|
%
|
|
Performance Chemicals
|
|
Refining Solutions
|
|
Reportable Segments Total
|
|
All Other
|
|
Corporate
|
|
Consolidated Total
|
||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA
|
$
|
306,572
|
|
|
$
|
256,485
|
|
|
$
|
563,057
|
|
|
$
|
73,973
|
|
|
$
|
(74,875
|
)
|
|
$
|
562,155
|
|
Depreciation and amortization
(a)
|
(51,707
|
)
|
|
(32,670
|
)
|
|
(84,377
|
)
|
|
(13,478
|
)
|
|
(2,552
|
)
|
|
(100,407
|
)
|
||||||
Restructuring and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,947
|
)
|
|
(25,947
|
)
|
||||||
Acquisition and integration related costs
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,158
|
)
|
|
(30,158
|
)
|
||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,358
|
)
|
|
(41,358
|
)
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,484
|
)
|
|
(18,484
|
)
|
||||||
Loss from discontinued operations (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,531
|
)
|
|
(69,531
|
)
|
||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,462
|
)
|
|
(125,462
|
)
|
||||||
Other
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,492
|
)
|
|
(17,492
|
)
|
||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
254,865
|
|
|
$
|
223,815
|
|
|
$
|
478,680
|
|
|
$
|
60,495
|
|
|
$
|
(405,859
|
)
|
|
$
|
133,316
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA
|
$
|
364,712
|
|
|
$
|
190,388
|
|
|
$
|
555,100
|
|
|
$
|
71,691
|
|
|
$
|
(69,240
|
)
|
|
$
|
557,551
|
|
Depreciation and amortization
(a)
|
(46,225
|
)
|
|
(33,580
|
)
|
|
(79,805
|
)
|
|
(13,323
|
)
|
|
(2,188
|
)
|
|
(95,316
|
)
|
||||||
Restructuring and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,361
|
)
|
|
(33,361
|
)
|
||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,559
|
)
|
|
(31,559
|
)
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134,445
|
)
|
|
(134,445
|
)
|
||||||
Income from discontinued operations (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,108
|
|
|
4,108
|
|
||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146,193
|
|
|
146,193
|
|
||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
318,487
|
|
|
$
|
156,808
|
|
|
$
|
475,295
|
|
|
$
|
58,368
|
|
|
$
|
(120,492
|
)
|
|
$
|
413,171
|
|
(a)
|
Excludes discontinued operations.
|
(b)
|
See “
Acquisition and Integration Related Costs
” on page 41 for a description of these costs.
|
(c)
|
Financing-related fees expensed in connection with the acquisition of Rockwood.
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
•
|
Discount Rate—The discount rate is used in calculating the present value of benefits, which is based on projections of benefit payments to be made in the future.
|
•
|
Expected Return on Plan Assets—We project the future return on plan assets based on prior performance and future expectations for the types of investments held by the plans as well as the expected long-term allocation of plan assets for these investments. These projected returns reduce the net benefit costs recorded currently.
|
•
|
Rate of Compensation Increase—For salary-related plans, we project employees’ annual pay increases, which are used to project employees’ pension benefits at retirement.
|
•
|
Mortality Assumptions—Assumptions about life expectancy of plan participants are used in the measurement of related plan obligations.
|
Albemarle Corporation and Subsidiaries
|
||
|
|
(Favorable) Unfavorable
|
||||||||||||||
|
1% Increase
|
|
1% Decrease
|
||||||||||||
|
Increase (Decrease)
in Benefit Obligation
|
|
Increase (Decrease)
in Benefit Cost
|
|
Increase (Decrease)
in Benefit Obligation
|
|
Increase (Decrease)
in Benefit Cost
|
||||||||
Actuarial Assumptions
|
|
|
|
|
|
|
|
||||||||
Discount Rate:
|
|
|
|
|
|
|
|
||||||||
Pension
|
$
|
(130,542
|
)
|
|
$
|
3,680
|
|
|
$
|
157,588
|
|
|
$
|
(5,268
|
)
|
Other postretirement benefits
|
$
|
(5,160
|
)
|
|
$
|
254
|
|
|
$
|
6,192
|
|
|
$
|
(320
|
)
|
Expected return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Pension
|
*
|
|
|
$
|
(6,712
|
)
|
|
*
|
|
|
$
|
6,712
|
|
||
Other postretirement benefits
|
*
|
|
|
$
|
(27
|
)
|
|
*
|
|
|
$
|
27
|
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
Issue Month/Year
|
|
Principal (in millions)
|
|
Interest Rate
|
|
Interest Payment Dates
|
|
Maturity Date
|
|
December 2014
|
|
€700.0
|
|
1.875%
|
|
December 8
|
|
December 8, 2021
|
|
November 2014
|
|
$250.0
|
|
3.00%
|
|
June 1
|
December 1
|
|
December 1, 2019
|
November 2014
|
|
$425.0
|
|
4.15%
|
|
June 1
|
December 1
|
|
December 1, 2024
|
November 2014
|
|
$350.0
|
|
5.45%
|
|
June 1
|
December 1
|
|
December 1, 2044
|
December 2010
|
|
$350.0
|
|
4.50%
|
|
June 15
|
December 15
|
|
December 15, 2020
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||
Long-term debt obligations
(a)
|
$
|
677,345
|
|
|
$
|
59,130
|
|
|
$
|
86,400
|
|
|
$
|
335,479
|
|
|
$
|
1,158,351
|
|
|
$
|
1,544,512
|
|
Expected interest payments on long-term debt obligations
(b)
|
92,761
|
|
|
95,719
|
|
|
99,338
|
|
|
101,072
|
|
|
82,496
|
|
|
525,695
|
|
||||||
Operating lease obligations (rental)
|
14,643
|
|
|
10,664
|
|
|
9,217
|
|
|
7,436
|
|
|
6,665
|
|
|
21,124
|
|
||||||
Take or pay / throughput agreements
(c)
|
43,654
|
|
|
11,762
|
|
|
6,363
|
|
|
6,063
|
|
|
5,923
|
|
|
11,484
|
|
||||||
Letters of credit and guarantees
|
24,789
|
|
|
11,248
|
|
|
3,190
|
|
|
14
|
|
|
210
|
|
|
24,356
|
|
||||||
Capital projects
|
36,599
|
|
|
1,580
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
889,791
|
|
|
$
|
190,103
|
|
|
$
|
204,508
|
|
|
$
|
450,064
|
|
|
$
|
1,253,645
|
|
|
$
|
2,127,171
|
|
(a)
|
Amounts represent the expected principal payments of our long-term debt, including capital leases, and do not include any fair value adjustments or premiums or discounts.
|
(b)
|
Interest on our fixed rate borrowings was calculated based on the stated rates of such borrowings. A weighted average interest rate of approximately 1.53% was used for our remaining long-term debt obligations.
|
(c)
|
These amounts primarily relate to contracts entered into with certain third party vendors in the normal course of business to secure raw materials for our production processes. In order to secure materials, sometimes for long durations, these contracts mandate a minimum amount of product to be purchased at predetermined rates over a set timeframe.
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Albemarle Corporation and Subsidiaries
|
||
|
Albemarle Corporation and Subsidiaries
|
||
|
/
S
/ L
UTHER
C. K
ISSAM
IV
|
|
Luther C. Kissam IV
|
President, Chief Executive Officer and Director
|
(principal executive officer and principal financial officer)
|
February 29, 2016
|
Albemarle Corporation and Subsidiaries
|
||
|
/s/ PricewaterhouseCoopers LLP
|
New Orleans, Louisiana
|
February 29, 2016
|
Albemarle Corporation and Subsidiaries
|
||
CONSOLIDATED STATEMENTS OF INCOME
|
(In Thousands, Except Per Share Amounts)
|
|||||||||||
Year Ended December 31
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
3,651,335
|
|
|
$
|
2,445,548
|
|
|
$
|
2,394,270
|
|
Cost of goods sold
|
2,454,463
|
|
|
1,674,700
|
|
|
1,543,799
|
|
|||
Gross profit
|
1,196,872
|
|
|
770,848
|
|
|
850,471
|
|
|||
Selling, general and administrative expenses
|
512,274
|
|
|
355,135
|
|
|
158,189
|
|
|||
Research and development expenses
|
102,871
|
|
|
88,310
|
|
|
82,246
|
|
|||
Restructuring and other, net
|
(6,804
|
)
|
|
25,947
|
|
|
33,361
|
|
|||
Acquisition and integration related costs
|
146,096
|
|
|
30,158
|
|
|
—
|
|
|||
Operating profit
|
442,435
|
|
|
271,298
|
|
|
576,675
|
|
|||
Interest and financing expenses
|
(132,722
|
)
|
|
(41,358
|
)
|
|
(31,559
|
)
|
|||
Other income (expenses), net
|
48,474
|
|
|
(16,761
|
)
|
|
(6,674
|
)
|
|||
Income from continuing operations before income taxes and equity in net income of unconsolidated investments
|
358,187
|
|
|
213,179
|
|
|
538,442
|
|
|||
Income tax expense
|
29,122
|
|
|
18,484
|
|
|
134,445
|
|
|||
Income from continuing operations before equity in net income of unconsolidated investments
|
329,065
|
|
|
194,695
|
|
|
403,997
|
|
|||
Equity in net income of unconsolidated investments (net of tax)
|
30,999
|
|
|
35,742
|
|
|
31,729
|
|
|||
Net income from continuing operations
|
360,064
|
|
|
230,437
|
|
|
435,726
|
|
|||
(Loss) income from discontinued operations (net of tax)
|
—
|
|
|
(69,531
|
)
|
|
4,108
|
|
|||
Net income
|
360,064
|
|
|
160,906
|
|
|
439,834
|
|
|||
Net income attributable to noncontrolling interests
|
(25,158
|
)
|
|
(27,590
|
)
|
|
(26,663
|
)
|
|||
Net income attributable to Albemarle Corporation
|
$
|
334,906
|
|
|
$
|
133,316
|
|
|
$
|
413,171
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.01
|
|
|
$
|
2.57
|
|
|
$
|
4.88
|
|
Discontinued operations
|
—
|
|
|
(0.88
|
)
|
|
0.05
|
|
|||
|
$
|
3.01
|
|
|
$
|
1.69
|
|
|
$
|
4.93
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.00
|
|
|
$
|
2.57
|
|
|
$
|
4.85
|
|
Discontinued operations
|
—
|
|
|
(0.88
|
)
|
|
0.05
|
|
|||
|
$
|
3.00
|
|
|
$
|
1.69
|
|
|
$
|
4.90
|
|
Weighted-average common shares outstanding—basic
|
111,182
|
|
|
78,696
|
|
|
83,839
|
|
|||
Weighted-average common shares outstanding—diluted
|
111,556
|
|
|
79,102
|
|
|
84,322
|
|
|||
Cash dividends declared per share of common stock
|
$
|
1.16
|
|
|
$
|
1.10
|
|
|
$
|
0.96
|
|
Albemarle Corporation and Subsidiaries
|
||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
|
(In Thousands)
|
|||||||||||
Year Ended December 31
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
360,064
|
|
|
$
|
160,906
|
|
|
$
|
439,834
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation
|
(412,999
|
)
|
|
(168,809
|
)
|
|
31,704
|
|
|||
Pension and postretirement benefits
|
(758
|
)
|
|
(487
|
)
|
|
(502
|
)
|
|||
Net investment hedge
|
50,861
|
|
|
11,384
|
|
|
—
|
|
|||
Interest rate swap
|
2,101
|
|
|
(20,962
|
)
|
|
—
|
|
|||
Other
|
29
|
|
|
136
|
|
|
135
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(360,766
|
)
|
|
(178,738
|
)
|
|
31,337
|
|
|||
Comprehensive (loss) income
|
(702
|
)
|
|
(17,832
|
)
|
|
471,171
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(23,267
|
)
|
|
(27,510
|
)
|
|
(27,019
|
)
|
|||
Comprehensive (loss) income attributable to Albemarle Corporation
|
$
|
(23,969
|
)
|
|
$
|
(45,342
|
)
|
|
$
|
444,152
|
|
Albemarle Corporation and Subsidiaries
|
||
CONSOLIDATED BALANCE SHEETS
|
(In Thousands)
|
|||||||
December 31
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
213,734
|
|
|
$
|
2,489,768
|
|
Trade accounts receivable, less allowance for doubtful accounts (2015—$4,148; 2014—$1,563)
|
552,828
|
|
|
385,212
|
|
||
Other accounts receivable
|
79,877
|
|
|
49,423
|
|
||
Inventories
|
508,728
|
|
|
358,361
|
|
||
Other current assets
|
71,351
|
|
|
66,086
|
|
||
Assets held for sale
|
404,485
|
|
|
—
|
|
||
Total current assets
|
1,831,003
|
|
|
3,348,850
|
|
||
Property, plant and equipment, at cost
|
3,881,162
|
|
|
2,620,670
|
|
||
Less accumulated depreciation and amortization
|
1,396,424
|
|
|
1,388,802
|
|
||
Net property, plant and equipment
|
2,484,738
|
|
|
1,231,868
|
|
||
Investments
|
455,417
|
|
|
194,042
|
|
||
Other assets
|
216,998
|
|
|
160,956
|
|
||
Goodwill
|
2,893,811
|
|
|
243,262
|
|
||
Other intangibles, net of amortization
|
1,733,047
|
|
|
44,125
|
|
||
Total assets
|
$
|
9,615,014
|
|
|
$
|
5,223,103
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
306,517
|
|
|
$
|
231,705
|
|
Accrued expenses
|
402,379
|
|
|
166,174
|
|
||
Current portion of long-term debt
|
677,345
|
|
|
711,096
|
|
||
Dividends payable
|
32,306
|
|
|
21,458
|
|
||
Liabilities held for sale
|
128,706
|
|
|
—
|
|
||
Income taxes payable
|
69,432
|
|
|
9,453
|
|
||
Total current liabilities
|
1,616,685
|
|
|
1,139,886
|
|
||
Long-term debt
|
3,174,674
|
|
|
2,223,035
|
|
||
Postretirement benefits
|
49,647
|
|
|
56,424
|
|
||
Pension benefits
|
381,552
|
|
|
170,534
|
|
||
Other noncurrent liabilities
|
254,826
|
|
|
87,705
|
|
||
Deferred income taxes
|
736,317
|
|
|
56,884
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Albemarle Corporation shareholders’ equity:
|
|
|
|
||||
Common stock, $.01 par value (authorized 150,000 shares), issued and outstanding — 112,219 in 2015 and 78,031 in 2014
|
1,122
|
|
|
780
|
|
||
Additional paid-in capital
|
2,059,151
|
|
|
10,447
|
|
||
Accumulated other comprehensive loss
|
(421,288
|
)
|
|
(62,413
|
)
|
||
Retained earnings
|
1,615,407
|
|
|
1,410,651
|
|
||
Total Albemarle Corporation shareholders’ equity
|
3,254,392
|
|
|
1,359,465
|
|
||
Noncontrolling interests
|
146,921
|
|
|
129,170
|
|
||
Total equity
|
3,401,313
|
|
|
1,488,635
|
|
||
Total liabilities and equity
|
$
|
9,615,014
|
|
|
$
|
5,223,103
|
|
Albemarle Corporation and Subsidiaries
|
||
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
(In Thousands, Except Share Data)
|
|||||||||||||||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Total Albemarle
Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||
Shares
|
|
Amounts
|
|
||||||||||||||||||||||||||||
Balance at January 1, 2013
|
|
88,899,209
|
|
|
$
|
889
|
|
|
$
|
2,761
|
|
|
$
|
85,264
|
|
|
$
|
1,744,684
|
|
|
$
|
1,833,598
|
|
|
$
|
98,410
|
|
|
$
|
1,932,008
|
|
Net income
|
|
|
|
|
|
|
|
|
|
413,171
|
|
|
413,171
|
|
|
26,663
|
|
|
439,834
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
30,981
|
|
|
|
|
30,981
|
|
|
356
|
|
|
31,337
|
|
|||||||||||
Cash dividends declared
|
|
|
|
|
|
|
|
|
|
(79,833
|
)
|
|
(79,833
|
)
|
|
(10,014
|
)
|
|
(89,847
|
)
|
|||||||||||
Stock-based compensation and other
|
|
|
|
|
|
9,072
|
|
|
|
|
|
|
9,072
|
|
|
|
|
9,072
|
|
||||||||||||
Exercise of stock options
|
|
191,732
|
|
|
2
|
|
|
5,551
|
|
|
|
|
|
|
5,553
|
|
|
|
|
5,553
|
|
||||||||||
Shares repurchased
|
|
(9,198,056
|
)
|
|
(92
|
)
|
|
(4,542
|
)
|
|
|
|
(577,664
|
)
|
|
(582,298
|
)
|
|
|
|
(582,298
|
)
|
|||||||||
Tax benefit related to stock plans
|
|
|
|
|
|
3,266
|
|
|
|
|
|
|
3,266
|
|
|
|
|
3,266
|
|
||||||||||||
Issuance of common stock, net
|
|
256,834
|
|
|
3
|
|
|
(3
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Shares withheld for withholding taxes associated with common stock issuances
|
|
(96,877
|
)
|
|
(1
|
)
|
|
(6,148
|
)
|
|
|
|
|
|
(6,149
|
)
|
|
|
|
(6,149
|
)
|
||||||||||
Balance at December 31, 2013
|
|
80,052,842
|
|
|
$
|
801
|
|
|
$
|
9,957
|
|
|
$
|
116,245
|
|
|
$
|
1,500,358
|
|
|
$
|
1,627,361
|
|
|
$
|
115,415
|
|
|
$
|
1,742,776
|
|
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
|
|
|
|
|
|
|
|
|
|
133,316
|
|
|
133,316
|
|
|
27,590
|
|
|
160,906
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
(178,658
|
)
|
|
|
|
(178,658
|
)
|
|
(80
|
)
|
|
(178,738
|
)
|
|||||||||||
Cash dividends declared
|
|
|
|
|
|
|
|
|
|
(86,364
|
)
|
|
(86,364
|
)
|
|
(15,535
|
)
|
|
(101,899
|
)
|
|||||||||||
Noncontrolling interests’ share of contributed capital in subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
1,780
|
|
|
1,780
|
|
||||||||||||
Stock-based compensation and other
|
|
|
|
|
|
13,556
|
|
|
|
|
|
|
13,556
|
|
|
|
|
13,556
|
|
||||||||||||
Exercise of stock options
|
|
77,546
|
|
|
1
|
|
|
2,712
|
|
|
|
|
|
|
2,713
|
|
|
|
|
2,713
|
|
||||||||||
Shares repurchased
|
|
(2,190,254
|
)
|
|
(22
|
)
|
|
(13,319
|
)
|
|
|
|
(136,659
|
)
|
|
(150,000
|
)
|
|
|
|
(150,000
|
)
|
|||||||||
Tax benefit related to stock plans
|
|
|
|
|
|
826
|
|
|
|
|
|
|
826
|
|
|
|
|
826
|
|
||||||||||||
Issuance of common stock, net
|
|
141,937
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Shares withheld for withholding taxes associated with common stock issuances
|
|
(51,547
|
)
|
|
(1
|
)
|
|
(3,284
|
)
|
|
|
|
|
|
(3,285
|
)
|
|
|
|
(3,285
|
)
|
||||||||||
Balance at December 31, 2014
|
|
78,030,524
|
|
|
$
|
780
|
|
|
$
|
10,447
|
|
|
$
|
(62,413
|
)
|
|
$
|
1,410,651
|
|
|
$
|
1,359,465
|
|
|
$
|
129,170
|
|
|
$
|
1,488,635
|
|
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
|
|
|
|
|
|
|
|
|
|
334,906
|
|
|
334,906
|
|
|
25,158
|
|
|
360,064
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
(358,875
|
)
|
|
|
|
(358,875
|
)
|
|
(1,891
|
)
|
|
(360,766
|
)
|
|||||||||||
Cash dividends declared
|
|
|
|
|
|
|
|
|
|
(130,150
|
)
|
|
(130,150
|
)
|
|
(23,286
|
)
|
|
(153,436
|
)
|
|||||||||||
Stock-based compensation and other
|
|
|
|
|
|
13,696
|
|
|
|
|
|
|
13,696
|
|
|
|
|
13,696
|
|
||||||||||||
Exercise of stock options
|
|
18,000
|
|
|
—
|
|
|
517
|
|
|
|
|
|
|
517
|
|
|
|
|
517
|
|
||||||||||
Tax deficiency related to stock plans
|
|
|
|
|
|
(167
|
)
|
|
|
|
|
|
(167
|
)
|
|
|
|
(167
|
)
|
||||||||||||
Issuance of common stock, net
|
|
85,900
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Acquisition of Rockwood
|
|
34,113,064
|
|
|
341
|
|
|
2,036,209
|
|
|
|
|
|
|
2,036,550
|
|
|
17,582
|
|
|
2,054,132
|
|
|||||||||
Noncontrolling interest assumed in acquisition of Shanghai Chemetall
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,843
|
|
|
4,843
|
|
||||||||||||
Purchase of noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(4,655
|
)
|
|
(4,655
|
)
|
||||||||||||
Shares withheld for withholding taxes associated with common stock issuances
|
|
(28,137
|
)
|
|
—
|
|
|
(1,550
|
)
|
|
|
|
|
|
(1,550
|
)
|
|
|
|
(1,550
|
)
|
||||||||||
Balance at December 31, 2015
|
|
112,219,351
|
|
|
$
|
1,122
|
|
|
$
|
2,059,151
|
|
|
$
|
(421,288
|
)
|
|
$
|
1,615,407
|
|
|
$
|
3,254,392
|
|
|
$
|
146,921
|
|
|
$
|
3,401,313
|
|
Albemarle Corporation and Subsidiaries
|
||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(In Thousands)
|
|||||||||||
Year Ended December 31
|
2015
|
|
2014
|
|
2013
|
||||||
Cash and cash equivalents at beginning of year
|
$
|
2,489,768
|
|
|
$
|
477,239
|
|
|
$
|
477,696
|
|
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
360,064
|
|
|
160,906
|
|
|
439,834
|
|
|||
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
260,076
|
|
|
103,572
|
|
|
107,370
|
|
|||
(Gain) loss associated with restructuring and other
|
(6,804
|
)
|
|
6,333
|
|
|
—
|
|
|||
Loss on disposal of businesses
|
—
|
|
|
85,515
|
|
|
—
|
|
|||
Stock-based compensation
|
15,188
|
|
|
14,267
|
|
|
10,164
|
|
|||
Excess tax benefits realized from stock-based compensation arrangements
|
(121
|
)
|
|
(826
|
)
|
|
(3,266
|
)
|
|||
Equity in net income of unconsolidated investments (net of tax)
|
(30,999
|
)
|
|
(35,742
|
)
|
|
(31,729
|
)
|
|||
Dividends received from unconsolidated investments and nonmarketable securities
|
59,912
|
|
|
40,688
|
|
|
21,632
|
|
|||
Pension and postretirement (benefit) expense
|
(38,817
|
)
|
|
133,681
|
|
|
(132,707
|
)
|
|||
Pension and postretirement contributions
|
(21,613
|
)
|
|
(13,916
|
)
|
|
(13,294
|
)
|
|||
Unrealized gain on investments in marketable securities
|
(1,239
|
)
|
|
(825
|
)
|
|
(3,681
|
)
|
|||
Deferred income taxes
|
(136,298
|
)
|
|
(64,947
|
)
|
|
64,865
|
|
|||
Changes in current assets and liabilities, net of effects of acquisitions and divestitures:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
(8,788
|
)
|
|
36,221
|
|
|
(65,906
|
)
|
|||
Decrease (increase) in inventories
|
27,649
|
|
|
(6,486
|
)
|
|
(1,810
|
)
|
|||
Decrease in other current assets excluding deferred income taxes
|
12,756
|
|
|
5,809
|
|
|
5,261
|
|
|||
Increase in accounts payable
|
23,745
|
|
|
28,296
|
|
|
19,267
|
|
|||
(Decrease) increase in accrued expenses and income taxes payable
|
(96,896
|
)
|
|
(6,680
|
)
|
|
12,185
|
|
|||
Other, net
|
(57,126
|
)
|
|
6,743
|
|
|
4,674
|
|
|||
Net cash provided by operating activities
|
360,689
|
|
|
492,609
|
|
|
432,859
|
|
|||
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
|
(227,649
|
)
|
|
(110,576
|
)
|
|
(155,346
|
)
|
|||
Decrease in restricted cash
|
57,550
|
|
|
—
|
|
|
—
|
|
|||
Cash payments related to acquisitions and other
|
—
|
|
|
—
|
|
|
(2,565
|
)
|
|||
Cash proceeds from divestitures, net
|
8,883
|
|
|
104,718
|
|
|
—
|
|
|||
Return of capital from unconsolidated investment
|
98,000
|
|
|
—
|
|
|
—
|
|
|||
Payment for settlement of interest rate swap
|
—
|
|
|
(33,425
|
)
|
|
—
|
|
|||
Sales of marketable securities, net
|
998
|
|
|
649
|
|
|
169
|
|
|||
Repayments from (long-term advances to) joint ventures
|
2,156
|
|
|
(7,499
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(2,160,552
|
)
|
|
(46,133
|
)
|
|
(157,742
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of senior notes
|
—
|
|
|
1,888,197
|
|
|
—
|
|
|||
Proceeds from borrowings of other long-term debt
|
2,250,000
|
|
|
—
|
|
|
117,000
|
|
|||
Repayments of long-term debt
|
(2,626,241
|
)
|
|
(6,017
|
)
|
|
(135,733
|
)
|
|||
Other borrowings (repayments), net
|
54,625
|
|
|
(5,825
|
)
|
|
398,544
|
|
|||
Dividends paid to shareholders
|
(119,302
|
)
|
|
(84,102
|
)
|
|
(78,107
|
)
|
|||
Dividends paid to noncontrolling interests
|
(23,286
|
)
|
|
(15,535
|
)
|
|
(10,014
|
)
|
|||
Purchase of noncontrolling interest
|
(4,784
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchases of common stock
|
—
|
|
|
(150,000
|
)
|
|
(582,298
|
)
|
|||
Proceeds from exercise of stock options
|
517
|
|
|
2,713
|
|
|
5,553
|
|
|||
Excess tax benefits realized from stock-based compensation arrangements
|
121
|
|
|
826
|
|
|
3,266
|
|
|||
Withholding taxes paid on stock-based compensation award distributions
|
(1,549
|
)
|
|
(3,284
|
)
|
|
(6,149
|
)
|
|||
Debt financing costs
|
(4,544
|
)
|
|
(17,644
|
)
|
|
(108
|
)
|
|||
Other
|
(3,882
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(478,325
|
)
|
|
1,609,329
|
|
|
(288,046
|
)
|
|||
Net effect of foreign exchange on cash and cash equivalents
|
2,154
|
|
|
(43,276
|
)
|
|
12,472
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(2,276,034
|
)
|
|
2,012,529
|
|
|
(457
|
)
|
|||
Cash and cash equivalents at end of year
|
$
|
213,734
|
|
|
$
|
2,489,768
|
|
|
$
|
477,239
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
•
|
Discount Rate—The discount rate is used in calculating the present value of benefits, which is based on projections of benefit payments to be made in the future.
|
•
|
Expected Return on Plan Assets—We project the future return on plan assets based on prior performance and future expectations for the types of investments held by the plans, as well as the expected long-term allocation of plan assets for these investments. These projected returns reduce the net benefit costs recorded currently.
|
•
|
Rate of Compensation Increase—For salary-related plans, we project employees’ annual pay increases, which are used to project employees’ pension benefits at retirement.
|
•
|
Mortality Assumptions—Assumptions about life expectancy of plan participants are used in the measurement of related plan obligations.
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Total purchase price
|
$
|
5,725,321
|
|
|
|
||
Net assets acquired:
|
|
||
Cash and cash equivalents
|
$
|
1,555,139
|
|
Trade and other accounts receivable
|
262,947
|
|
|
Inventories
|
290,326
|
|
|
Other current assets
|
86,267
|
|
|
Property, plant and equipment
|
1,377,249
|
|
|
Investments
|
529,453
|
|
|
Other assets
|
25,538
|
|
|
Definite-lived intangible assets:
|
|
||
Patents and technology
|
227,840
|
|
|
Trade names and trademarks
|
258,740
|
|
|
Customer lists and relationships
|
1,264,227
|
|
|
Indefinite-lived intangible assets:
|
|
||
Trade names and trademarks
|
104,380
|
|
|
Other
|
26,410
|
|
|
Current liabilities
|
(406,513
|
)
|
|
Long-term debt
|
(1,319,132
|
)
|
|
Pension benefits
|
(316,086
|
)
|
|
Other noncurrent liabilities
|
(195,052
|
)
|
|
Deferred income taxes
|
(845,965
|
)
|
|
Noncontrolling interests
|
(17,582
|
)
|
|
Total identifiable net assets
|
2,908,186
|
|
|
Goodwill
|
2,817,135
|
|
|
Total net assets acquired
|
$
|
5,725,321
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands, except per share amounts)
|
||||||
Pro forma Net sales
|
$
|
3,684,665
|
|
|
$
|
3,870,428
|
|
Pro forma Net income from continuing operations
|
$
|
527,997
|
|
|
$
|
353,313
|
|
Pro forma Net income from continuing operations per share:
|
|
|
|
||||
Basic
|
$
|
4.75
|
|
|
$
|
3.13
|
|
Diluted
|
$
|
4.73
|
|
|
$
|
3.12
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Assets
|
|
||
Current assets
|
$
|
156,421
|
|
Net property, plant and equipment
|
115,865
|
|
|
Goodwill
|
46,794
|
|
|
Other intangibles, net of amortization
|
66,324
|
|
|
All other noncurrent assets
|
19,081
|
|
|
Assets held for sale
|
$
|
404,485
|
|
Liabilities
|
|
||
Current liabilities
|
$
|
72,756
|
|
Deferred income taxes
|
24,947
|
|
|
All other noncurrent liabilities
|
31,003
|
|
|
Liabilities held for sale
|
$
|
128,706
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Net sales
|
$
|
154,273
|
|
|
$
|
222,146
|
|
|
|
|
|
||||
(Loss) income from discontinued operations
|
$
|
(90,439
|
)
|
|
$
|
5,985
|
|
Income tax (benefit) expense
|
(20,908
|
)
|
|
1,877
|
|
||
(Loss) income from discontinued operations (net of tax)
|
$
|
(69,531
|
)
|
|
$
|
4,108
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes (net of refunds of $7,333, $6,035 and $14,296 in 2015, 2014 and 2013, respectively)
(a)
|
$
|
162,408
|
|
|
$
|
56,174
|
|
|
$
|
51,772
|
|
Interest (net of capitalization)
|
$
|
153,271
|
|
|
$
|
33,604
|
|
|
$
|
29,629
|
|
|
|
|
|
|
|
||||||
Supplemental non-cash disclosures related to investing activities:
|
|
|
|
|
|
||||||
Capital expenditures included in Accounts payable
|
$
|
45,826
|
|
|
$
|
20,373
|
|
|
$
|
13,741
|
|
(a)
|
Cash paid for income taxes during 2015 includes approximately
$111 million
of taxes paid on repatriation of earnings from legacy Rockwood entities.
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Basic earnings per share from continuing operations
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
360,064
|
|
|
$
|
230,437
|
|
|
$
|
435,726
|
|
Net income from continuing operations attributable to noncontrolling interests
|
(25,158
|
)
|
|
(27,590
|
)
|
|
(26,663
|
)
|
|||
Net income from continuing operations attributable to Albemarle Corporation
|
$
|
334,906
|
|
|
$
|
202,847
|
|
|
$
|
409,063
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares for basic earnings per share
|
111,182
|
|
|
78,696
|
|
|
83,839
|
|
|||
Basic earnings per share from continuing operations
|
$
|
3.01
|
|
|
$
|
2.57
|
|
|
$
|
4.88
|
|
Diluted earnings per share from continuing operations
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
360,064
|
|
|
$
|
230,437
|
|
|
$
|
435,726
|
|
Net income from continuing operations attributable to noncontrolling interests
|
(25,158
|
)
|
|
(27,590
|
)
|
|
(26,663
|
)
|
|||
Net income from continuing operations attributable to Albemarle Corporation
|
$
|
334,906
|
|
|
$
|
202,847
|
|
|
$
|
409,063
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares for basic earnings per share
|
111,182
|
|
|
78,696
|
|
|
83,839
|
|
|||
Incremental shares under stock compensation plans
|
374
|
|
|
406
|
|
|
483
|
|
|||
Weighted-average common shares for diluted earnings per share
|
111,556
|
|
|
79,102
|
|
|
84,322
|
|
|||
Diluted earnings per share from continuing operations
|
$
|
3.00
|
|
|
$
|
2.57
|
|
|
$
|
4.85
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Value added tax/consumption tax
|
$
|
24,316
|
|
|
$
|
23,205
|
|
Other
|
55,561
|
|
|
26,218
|
|
||
Total
|
$
|
79,877
|
|
|
$
|
49,423
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Finished goods
|
$
|
308,462
|
|
|
$
|
262,769
|
|
Raw materials and work in process
(a)
|
144,886
|
|
|
53,152
|
|
||
Stores, supplies and other
|
55,380
|
|
|
42,440
|
|
||
Total inventories
|
$
|
508,728
|
|
|
$
|
358,361
|
|
(a)
|
Balance at December 31, 2015 includes
$39.1 million
of work in process related to the Lithium product category.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred income taxes—current
(a)
|
$
|
—
|
|
|
$
|
1,801
|
|
Income tax receivables
|
23,740
|
|
|
22,837
|
|
||
Prepaid expenses
|
43,280
|
|
|
41,448
|
|
||
Other
|
4,331
|
|
|
—
|
|
||
Total
|
$
|
71,351
|
|
|
$
|
66,086
|
|
(a)
|
See Note 1, “Summary of Significant Accounting Policies” and Note 20, “Income Taxes.”
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Useful
Lives
(Years)
|
|
December 31,
|
||||||
2015
|
|
2014
|
||||||||
Land
(a)
|
|
—
|
|
$
|
145,912
|
|
|
$
|
56,249
|
|
Land improvements
|
|
5 – 30
|
|
59,423
|
|
|
49,099
|
|
||
Buildings and improvements
(a)
|
|
10 – 45
|
|
297,163
|
|
|
214,364
|
|
||
Machinery and equipment
(b)
|
|
2 – 45
|
|
2,305,641
|
|
|
2,106,451
|
|
||
Long-term mineral rights and production equipment costs
|
|
7 – 60
|
|
652,871
|
|
|
85,888
|
|
||
Construction in progress
|
|
—
|
|
420,152
|
|
|
108,619
|
|
||
Total
|
|
|
|
$
|
3,881,162
|
|
|
$
|
2,620,670
|
|
(a)
|
Includes Land under capital lease of
$2.8 million
and Buildings and improvements under capital lease of
$9.9 million
at
December 31, 2015
.
|
(b)
|
Consists primarily of (1) short-lived production equipment components, office and building equipment and other equipment with estimated lives ranging 2 – 7 years, (2) production process equipment (intermediate components) with estimated lives ranging 8 – 19 years, (3) production process equipment (major unit components) with estimated lives ranging 20 – 29 years, and (4) production process equipment (infrastructure and other) with estimated lives ranging 30 – 45 years.
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Joint ventures
(a)
|
|
$
|
430,952
|
|
|
$
|
169,891
|
|
Nonmarketable securities
|
|
208
|
|
|
177
|
|
||
Marketable equity securities
|
|
24,257
|
|
|
23,974
|
|
||
Total
|
|
$
|
455,417
|
|
|
$
|
194,042
|
|
(a)
|
Balance at December 31, 2015 excludes our investment in Magnifin Magnesiaprodukte GmbH & Co. KG (“Magnifin”), which is included in Assets held for sale. Refer to Note 3, “Divestitures.”
|
|
|
|
December 31,
|
|||||||
|
|
|
2015
|
|
2014
|
|
2013
|
|||
*
|
|
Windfield Holdings Pty Ltd - a joint venture with Sichuan Tianqi Lithium Industries, Inc., that mines lithium ore and produces lithium concentrate
|
49
|
%
|
|
—
|
%
|
|
—
|
%
|
*
|
|
Nippon Aluminum Alkyls - a joint venture with Mitsui Chemicals, Inc. that produces aluminum alkyls
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
*
|
|
Magnifin Magnesiaprodukte GmbH & Co. KG - a joint venture with Radex Heraklith Industriebeteiligung AG that produces specialty magnesium hydroxide products
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
*
|
|
Nippon Ketjen Company Limited - a joint venture with Sumitomo Metal Mining Company Limited that produces refinery catalysts
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
*
|
|
Eurecat S.A. - a joint venture with IFP Investissements for refinery catalysts regeneration services
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
*
|
|
Fábrica Carioca de Catalisadores S.A. - a joint venture with Petrobras Quimica S.A. - PETROQUISA that produces catalysts and includes catalysts research and product development activities
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Summary of Balance Sheet Information:
|
|
|
|
|
||||
Current assets
|
|
$
|
331,630
|
|
|
$
|
226,392
|
|
Noncurrent assets
|
|
935,790
|
|
|
181,343
|
|
||
Total assets
|
|
$
|
1,267,420
|
|
|
$
|
407,735
|
|
|
|
|
|
|
||||
Current liabilities
|
|
$
|
106,966
|
|
|
$
|
74,242
|
|
Noncurrent liabilities
|
|
339,604
|
|
|
63,585
|
|
||
Total liabilities
|
|
$
|
446,570
|
|
|
$
|
137,827
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Summary of Statements of Income Information:
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
560,376
|
|
|
$
|
499,394
|
|
|
$
|
499,941
|
|
Gross profit
|
|
$
|
253,569
|
|
|
$
|
164,063
|
|
|
$
|
168,898
|
|
Income before income taxes
|
|
$
|
157,501
|
|
|
$
|
101,983
|
|
|
$
|
101,680
|
|
Net income
|
|
$
|
111,491
|
|
|
$
|
71,466
|
|
|
$
|
71,322
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred income taxes—noncurrent
(a)
|
$
|
76,025
|
|
|
$
|
62,440
|
|
Assets related to unrecognized tax benefits
(a)
|
50,875
|
|
|
22,100
|
|
||
Long-term advances to joint ventures
(b)
|
31,780
|
|
|
34,084
|
|
||
Deferred financing costs
(c)
|
19,605
|
|
|
23,583
|
|
||
Other
|
38,713
|
|
|
18,749
|
|
||
Total
|
$
|
216,998
|
|
|
$
|
160,956
|
|
(a)
|
See Note 1, “Summary of Significant Accounting Policies” and Note 20, “Income Taxes.”
|
(b)
|
See Note 10, “Investments.”
|
(c)
|
See Note 14, “Long-Term Debt.”
|
|
Performance Chemicals
|
|
Refining Solutions
|
|
Chemetall Surface Treatment
|
|
All Other
|
|
Total
|
||||||||||
Balance at December 31, 2013
|
$
|
42,025
|
|
|
$
|
218,382
|
|
|
$
|
—
|
|
|
$
|
23,796
|
|
|
$
|
284,203
|
|
Divestitures
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,088
|
)
|
|
(15,088
|
)
|
|||||
Foreign currency translation adjustments
|
(9
|
)
|
|
(25,725
|
)
|
|
—
|
|
|
(119
|
)
|
|
(25,853
|
)
|
|||||
Balance at December 31, 2014
|
42,016
|
|
|
192,657
|
|
|
—
|
|
|
8,589
|
|
|
243,262
|
|
|||||
Acquisition of Rockwood
|
1,293,467
|
|
|
—
|
|
|
1,482,517
|
|
|
41,151
|
|
|
2,817,135
|
|
|||||
Other acquisitions
(b)
|
—
|
|
|
—
|
|
|
23,993
|
|
|
—
|
|
|
23,993
|
|
|||||
Reclass to assets held for sale
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,794
|
)
|
|
(46,794
|
)
|
|||||
Foreign currency translation adjustments
|
(47,659
|
)
|
|
(19,929
|
)
|
|
(73,251
|
)
|
|
(2,946
|
)
|
|
(143,785
|
)
|
|||||
Balance at December 31, 2015
|
$
|
1,287,824
|
|
|
$
|
172,728
|
|
|
$
|
1,433,259
|
|
|
$
|
—
|
|
|
$
|
2,893,811
|
|
(a)
|
In 2014, we reduced goodwill by
$15.1 million
in connection with the sale of our antioxidant, ibuprofen and propofol businesses and assets which closed on September 1, 2014. See Note 3 “Divestitures” for additional information about this transaction.
|
(b)
|
Primarily relates to the acquisition of the remaining interest in Shanghai Chemetall. See Note 2, “Acquisitions.”
|
(c)
|
See Note 3, “Divestitures.”
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Customer Lists and Relationships
|
|
Trade Names and Trademarks
(a)
|
|
Patents and Technology
|
|
Other
(b)
|
|
Total
|
||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2013
|
$
|
86,426
|
|
|
$
|
26,907
|
|
|
$
|
48,743
|
|
|
$
|
38,342
|
|
|
$
|
200,418
|
|
Acquisitions
(c)
|
—
|
|
|
—
|
|
|
5,228
|
|
|
—
|
|
|
5,228
|
|
|||||
Divestitures
(d)
|
(34,892
|
)
|
|
(8,171
|
)
|
|
(11,316
|
)
|
|
(14,161
|
)
|
|
(68,540
|
)
|
|||||
Foreign currency translation adjustments and other
|
(3,055
|
)
|
|
(1,181
|
)
|
|
(2,257
|
)
|
|
(740
|
)
|
|
(7,233
|
)
|
|||||
Balance at December 31, 2014
|
48,479
|
|
|
17,555
|
|
|
40,398
|
|
|
23,441
|
|
|
129,873
|
|
|||||
Acquisition of Rockwood
|
1,264,226
|
|
|
363,120
|
|
|
227,838
|
|
|
26,410
|
|
|
1,881,594
|
|
|||||
Other acquisitions
(e)
|
76,052
|
|
|
—
|
|
|
1,433
|
|
|
73
|
|
|
77,558
|
|
|||||
Reclass to assets held for sale
(f)
|
(16,608
|
)
|
|
—
|
|
|
(54,060
|
)
|
|
(1,454
|
)
|
|
(72,122
|
)
|
|||||
Foreign currency translation adjustments and other
|
(88,092
|
)
|
|
(25,468
|
)
|
|
(15,508
|
)
|
|
(6,117
|
)
|
|
(135,185
|
)
|
|||||
Balance at December 31, 2015
|
$
|
1,284,057
|
|
|
$
|
355,207
|
|
|
$
|
200,101
|
|
|
$
|
42,353
|
|
|
$
|
1,881,718
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2013
|
$
|
(35,988
|
)
|
|
$
|
(8,970
|
)
|
|
$
|
(40,354
|
)
|
|
$
|
(26,903
|
)
|
|
$
|
(112,215
|
)
|
Amortization
|
(2,839
|
)
|
|
(824
|
)
|
|
(388
|
)
|
|
(1,686
|
)
|
|
(5,737
|
)
|
|||||
Divestitures
(d)
|
14,487
|
|
|
1,539
|
|
|
5,738
|
|
|
5,820
|
|
|
27,584
|
|
|||||
Foreign currency translation adjustments and other
|
1,409
|
|
|
343
|
|
|
2,173
|
|
|
695
|
|
|
4,620
|
|
|||||
Balance at December 31, 2014
|
(22,931
|
)
|
|
(7,912
|
)
|
|
(32,831
|
)
|
|
(22,074
|
)
|
|
(85,748
|
)
|
|||||
Amortization
|
(51,926
|
)
|
|
(12,228
|
)
|
|
(12,501
|
)
|
|
(627
|
)
|
|
(77,282
|
)
|
|||||
Reclass to assets held for sale
(f)
|
596
|
|
|
—
|
|
|
3,880
|
|
|
1,322
|
|
|
5,798
|
|
|||||
Foreign currency translation adjustments and other
|
2,303
|
|
|
381
|
|
|
1,675
|
|
|
4,202
|
|
|
8,561
|
|
|||||
Balance at December 31, 2015
|
$
|
(71,958
|
)
|
|
$
|
(19,759
|
)
|
|
$
|
(39,777
|
)
|
|
$
|
(17,177
|
)
|
|
$
|
(148,671
|
)
|
Net Book Value at December 31, 2014
|
$
|
25,548
|
|
|
$
|
9,643
|
|
|
$
|
7,567
|
|
|
$
|
1,367
|
|
|
$
|
44,125
|
|
Net Book Value at December 31, 2015
|
$
|
1,212,099
|
|
|
$
|
335,448
|
|
|
$
|
160,324
|
|
|
$
|
25,176
|
|
|
$
|
1,733,047
|
|
(a)
|
Included in Trade Names and Trademarks are indefinite-lived intangible assets with a gross carrying amount of
$9.2 million
and
$113.1 million
at
December 31, 2014
and
2015
, respectively.
|
(b)
|
Included in Other is an indefinite-lived intangible asset with a gross carrying amount of
$21.9 million
at December 31, 2015.
|
(c)
|
Increase in Patents and Technology relates to a purchase accounting adjustment in connection with our acquisition of Cambridge Chemical Company, Ltd.
|
(d)
|
In 2014 we reduced intangible assets by
$68.5 million
and related accumulated amortization by
$27.6 million
in connection with the sale of our antioxidant, ibuprofen and propofol businesses and assets which closed on September 1, 2014. See Note 3 “Divestitures” for additional information about this transaction.
|
(e)
|
Primarily relates to the acquisition of the remaining interest in Shanghai Chemetall. See Note 2, “Acquisitions.”
|
(f)
|
See Note 3, “Divestitures.”
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Estimated Amortization Expense
|
||
2016
|
$
|
90,002
|
|
2017
|
$
|
91,485
|
|
2018
|
$
|
92,884
|
|
2019
|
$
|
93,275
|
|
2020
|
$
|
93,189
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Employee benefits, payroll and related taxes
|
$
|
125,236
|
|
|
$
|
49,072
|
|
Obligations in connection with Rockwood acquisition
(a)
|
128,881
|
|
|
—
|
|
||
Other
(b)
|
148,262
|
|
|
117,102
|
|
||
Total
|
$
|
402,379
|
|
|
$
|
166,174
|
|
(a)
|
Includes accruals related to certain litigation matters and businesses divested by Rockwood prior to the Acquisition Closing Date.
|
(b)
|
No individual component exceeds
5%
of total current liabilities.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Term loan facilities
|
$
|
1,250,000
|
|
|
$
|
—
|
|
1.875% Senior notes, net of unamortized discount of $5,109 at December 31, 2015 and $6,605 at December 31, 2014
|
763,946
|
|
|
844,315
|
|
||
3.00% Senior notes, net of unamortized discount of $244 at December 31, 2015 and $306 at December 31, 2014
|
249,756
|
|
|
249,694
|
|
||
4.15% Senior notes, net of unamortized discount of $1,294 at December 31, 2015 and $1,439 at December 31, 2014
|
423,706
|
|
|
423,561
|
|
||
4.50% Senior notes, net of unamortized discount of $1,557 at December 31, 2015 and $1,871 at December 31, 2014
|
348,443
|
|
|
348,129
|
|
||
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 $995 at December 31, 2015 and $1,029 at December 31, 2014
|
349,005
|
|
|
348,971
|
|
||
Commercial paper notes
|
351,349
|
|
|
367,178
|
|
||
Fixed rate foreign borrowings
|
995
|
|
|
1,958
|
|
||
Variable-rate foreign bank loans
|
77,452
|
|
|
25,139
|
|
||
Variable-rate domestic bank loans
|
20,479
|
|
|
—
|
|
||
Capital lease obligations
|
16,807
|
|
|
—
|
|
||
Miscellaneous
|
81
|
|
|
189
|
|
||
Total long-term debt
|
3,852,019
|
|
|
2,934,131
|
|
||
Less amounts due within one year
|
677,345
|
|
|
711,096
|
|
||
Long-term debt, less current portion
|
$
|
3,174,674
|
|
|
$
|
2,223,035
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
•
|
€700.0 million
aggregate principal amount of senior notes, issued on December 8, 2014, bearing interest at a rate of
1.875%
payable annually on December 8 of each year, beginning in 2015. The effective interest rate on these senior notes is approximately
2.10%
. These senior notes mature on December 8, 2021.
|
•
|
$250.0 million
aggregate principal amount of senior notes, issued on November 24, 2014, bearing interest at a rate of
3.00%
payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2015. The effective interest rate on these senior notes is approximately
3.18%
. These senior notes mature on December 1, 2019.
|
•
|
$425.0 million
aggregate principal amount of senior notes, issued on November 24, 2014, bearing interest at a rate of
4.15%
payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2015. The effective interest rate on these senior notes is approximately
5.06%
. These senior notes mature on December 1, 2024.
|
•
|
$350.0 million
aggregate principal amount of senior notes, issued on November 24, 2014, bearing interest at a rate of
5.45%
payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2015. The effective interest rate on these senior notes is approximately
5.50%
. These senior notes mature on December 1, 2044.
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||||||||||
|
U.S. Pension Plans
|
|
Foreign Pension Plans
|
|
U.S. Pension Plans
|
|
Foreign Pension Plans
|
||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at January 1
|
$
|
729,652
|
|
|
$
|
53,112
|
|
|
$
|
629,337
|
|
|
$
|
49,245
|
|
Service cost
|
1,233
|
|
|
6,034
|
|
|
7,029
|
|
|
1,746
|
|
||||
Interest cost
|
31,231
|
|
|
9,875
|
|
|
30,491
|
|
|
1,571
|
|
||||
Plan amendments
|
—
|
|
|
870
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain) loss
|
(55,851
|
)
|
|
(42,977
|
)
|
|
130,887
|
|
|
10,341
|
|
||||
Benefits paid
|
(38,300
|
)
|
|
(16,118
|
)
|
|
(37,866
|
)
|
|
(3,913
|
)
|
||||
Acquisitions
|
39,125
|
|
|
416,150
|
|
|
—
|
|
|
—
|
|
||||
Divestitures
(a)
|
—
|
|
|
—
|
|
|
(30,226
|
)
|
|
—
|
|
||||
Reclass to liabilities held for sale
|
—
|
|
|
(26,608
|
)
|
|
—
|
|
|
—
|
|
||||
Employee contributions
|
—
|
|
|
478
|
|
|
—
|
|
|
283
|
|
||||
Foreign exchange gain
|
—
|
|
|
(26,708
|
)
|
|
—
|
|
|
(6,161
|
)
|
||||
Settlements/curtailments
|
—
|
|
|
(582
|
)
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
331
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at December 31
|
$
|
707,090
|
|
|
$
|
373,857
|
|
|
$
|
729,652
|
|
|
$
|
53,112
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
$
|
598,250
|
|
|
$
|
9,444
|
|
|
$
|
605,604
|
|
|
$
|
10,941
|
|
Actual return on plan assets
|
(16,789
|
)
|
|
140
|
|
|
53,696
|
|
|
499
|
|
||||
Employer contributions
|
1,606
|
|
|
16,392
|
|
|
7,042
|
|
|
2,940
|
|
||||
Benefits paid
|
(38,300
|
)
|
|
(16,118
|
)
|
|
(37,866
|
)
|
|
(3,913
|
)
|
||||
Acquisitions
|
29,314
|
|
|
109,875
|
|
|
—
|
|
|
—
|
|
||||
Divestitures
(a)
|
—
|
|
|
—
|
|
|
(30,226
|
)
|
|
—
|
|
||||
Employee contributions
|
—
|
|
|
478
|
|
|
—
|
|
|
283
|
|
||||
Foreign exchange loss
|
—
|
|
|
(3,237
|
)
|
|
—
|
|
|
(1,306
|
)
|
||||
Settlements/curtailments
|
—
|
|
|
(582
|
)
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
314
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
$
|
574,081
|
|
|
$
|
116,706
|
|
|
$
|
598,250
|
|
|
$
|
9,444
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status at December 31
|
$
|
(133,009
|
)
|
|
$
|
(257,151
|
)
|
|
$
|
(131,402
|
)
|
|
$
|
(43,668
|
)
|
(a)
|
Reduction in benefit obligations and plan assets in 2014 is in connection with the sale of our antioxidant, ibuprofen and propofol businesses and assets which closed on September 1, 2014. See Note 3 “Divestitures” for additional information about this transaction.
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
U.S. Pension Plans
|
|
Foreign Pension Plans
|
|
U.S. Pension Plans
|
|
Foreign Pension Plans
|
||||||||
Amounts recognized in consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Current liabilities (accrued expenses)
|
$
|
(1,110
|
)
|
|
$
|
(7,498
|
)
|
|
$
|
(3,219
|
)
|
|
$
|
(1,316
|
)
|
Noncurrent liabilities (pension benefits)
|
(131,899
|
)
|
|
(249,653
|
)
|
|
(128,183
|
)
|
|
(42,352
|
)
|
||||
Net pension liability
|
$
|
(133,009
|
)
|
|
$
|
(257,151
|
)
|
|
$
|
(131,402
|
)
|
|
$
|
(43,668
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in accumulated other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Prior service benefit
|
$
|
(211
|
)
|
|
$
|
(1,052
|
)
|
|
$
|
(286
|
)
|
|
$
|
(321
|
)
|
Net amount recognized
|
$
|
(211
|
)
|
|
$
|
(1,052
|
)
|
|
$
|
(286
|
)
|
|
$
|
(321
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
4.67
|
%
|
|
2.89
|
%
|
|
4.19
|
%
|
|
1.85
|
%
|
||||
Rate of compensation increase
|
—
|
%
|
|
3.17
|
%
|
|
—
|
%
|
|
3.40
|
%
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
Other Postretirement Benefits
|
|
Other Postretirement Benefits
|
||||
Change in benefit obligations:
|
|
|
|
||||
Benefit obligation at January 1
|
$
|
64,500
|
|
|
$
|
62,832
|
|
Service cost
|
137
|
|
|
216
|
|
||
Interest cost
|
2,573
|
|
|
3,040
|
|
||
Actuarial (gain) loss
|
(5,682
|
)
|
|
3,741
|
|
||
Benefits paid
|
(5,042
|
)
|
|
(5,329
|
)
|
||
Acquisitions
|
2,607
|
|
|
—
|
|
||
Settlements/curtailments
(a)
|
(2,594
|
)
|
|
—
|
|
||
Benefit obligation at December 31
|
$
|
56,499
|
|
|
$
|
64,500
|
|
|
|
|
|
||||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at January 1
|
$
|
4,439
|
|
|
$
|
5,620
|
|
Actual return on plan assets
|
280
|
|
|
214
|
|
||
Employer contributions
|
3,615
|
|
|
3,934
|
|
||
Benefits paid
|
(5,042
|
)
|
|
(5,329
|
)
|
||
Fair value of plan assets at December 31
|
$
|
3,292
|
|
|
$
|
4,439
|
|
|
|
|
|
||||
Funded status at December 31
|
$
|
(53,207
|
)
|
|
$
|
(60,061
|
)
|
(a)
|
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.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
Other Postretirement Benefits
|
|
Other Postretirement Benefits
|
||||
Amounts recognized in consolidated balance sheets:
|
|
|
|
||||
Current liabilities (accrued expenses)
|
$
|
(3,560
|
)
|
|
$
|
(3,637
|
)
|
Noncurrent liabilities (postretirement benefits)
|
(49,647
|
)
|
|
(56,424
|
)
|
||
Net postretirement liability
|
$
|
(53,207
|
)
|
|
$
|
(60,061
|
)
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive (loss) income:
|
|
|
|
||||
Prior service benefit
|
$
|
239
|
|
|
$
|
334
|
|
Net amount recognized
|
$
|
239
|
|
|
$
|
334
|
|
|
|
|
|
||||
Weighted-average assumptions used to determine benefit obligations at December 31:
|
|
|
|
||||
Discount rate
|
4.59
|
%
|
|
4.15
|
%
|
||
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||
|
U.S. Pension Plans
|
|
Foreign Pension Plans
|
|
U.S. Pension Plans
|
|
Foreign Pension Plans
|
|
U.S. Pension Plans
|
|
Foreign Pension Plans
|
||||||||||||
Service cost
|
$
|
1,233
|
|
|
$
|
6,034
|
|
|
$
|
7,029
|
|
|
$
|
1,746
|
|
|
$
|
12,177
|
|
|
$
|
1,785
|
|
Interest cost
|
31,231
|
|
|
9,875
|
|
|
30,491
|
|
|
1,571
|
|
|
28,406
|
|
|
1,477
|
|
||||||
Expected return on assets
|
(41,635
|
)
|
|
(6,507
|
)
|
|
(39,714
|
)
|
|
(427
|
)
|
|
(38,975
|
)
|
|
(417
|
)
|
||||||
Actuarial loss (gain)
|
2,577
|
|
|
(35,813
|
)
|
|
116,705
|
|
|
10,270
|
|
|
(130,297
|
)
|
|
(2,619
|
)
|
||||||
Amortization of prior service benefit
|
75
|
|
|
43
|
|
|
(727
|
)
|
|
50
|
|
|
(741
|
)
|
|
52
|
|
||||||
Total net pension benefits (credit) cost
|
$
|
(6,519
|
)
|
|
$
|
(26,368
|
)
|
|
$
|
113,784
|
|
|
$
|
13,210
|
|
|
$
|
(129,430
|
)
|
|
$
|
278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumption percentages:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
4.18
|
%
|
|
2.34
|
%
|
|
5.14
|
%
|
|
3.41
|
%
|
|
4.10
|
%
|
|
3.12
|
%
|
||||||
Expected return on plan assets
|
6.85
|
%
|
|
5.63
|
%
|
|
6.91
|
%
|
|
4.00
|
%
|
|
7.25
|
%
|
|
4.35
|
%
|
||||||
Rate of compensation increase
|
—
|
%
|
|
3.16
|
%
|
|
3.50
|
%
|
|
3.16
|
%
|
|
3.50
|
%
|
|
3.36
|
%
|
|
U.S. Pension Plans
|
|
Foreign Pension Plans
|
||||
Amortization of prior service benefit
|
$
|
75
|
|
|
$
|
853
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
Other Postretirement Benefits
|
|
Other Postretirement Benefits
|
|
Other Postretirement Benefits
|
||||||
Service cost
|
$
|
137
|
|
|
$
|
216
|
|
|
$
|
309
|
|
Interest cost
|
2,573
|
|
|
3,040
|
|
|
2,764
|
|
|||
Expected return on assets
|
(244
|
)
|
|
(342
|
)
|
|
(413
|
)
|
|||
Actuarial (gain) loss
|
(5,707
|
)
|
|
3,868
|
|
|
(6,120
|
)
|
|||
Amortization of prior service benefit
|
(95
|
)
|
|
(95
|
)
|
|
(95
|
)
|
|||
Settlements/curtailments
|
(2,594
|
)
|
|
—
|
|
|
—
|
|
|||
Total net postretirement benefits (credit) cost
|
$
|
(5,930
|
)
|
|
$
|
6,687
|
|
|
$
|
(3,555
|
)
|
|
|
|
|
|
|
||||||
Weighted-average assumption percentages:
|
|
|
|
|
|
||||||
Discount rate
|
4.15
|
%
|
|
5.03
|
%
|
|
4.00
|
%
|
|||
Expected return on plan assets
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|||
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Other Postretirement Benefits
|
||
Amortization of prior service benefit
|
$
|
(95
|
)
|
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
|
|
December 31, 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)
|
||||||||
Pension Assets:
|
|
|
|
|
|
|
|
||||||||
Domestic Equity
(a)
|
$
|
168,945
|
|
|
$
|
166,612
|
|
|
$
|
2,333
|
|
|
$
|
—
|
|
International Equity
(b)
|
143,976
|
|
|
87,311
|
|
|
56,665
|
|
|
—
|
|
||||
Fixed Income
(c)
|
287,809
|
|
|
240,143
|
|
|
47,666
|
|
|
—
|
|
||||
Absolute Return
(d)
|
83,127
|
|
|
—
|
|
|
—
|
|
|
83,127
|
|
||||
Cash
|
6,930
|
|
|
6,930
|
|
|
—
|
|
|
—
|
|
||||
Total Pension Assets
|
$
|
690,787
|
|
|
$
|
500,996
|
|
|
$
|
106,664
|
|
|
$
|
83,127
|
|
Postretirement Assets:
|
|
|
|
|
|
|
|
||||||||
Fixed Income
(c)
|
$
|
3,292
|
|
|
$
|
—
|
|
|
$
|
3,292
|
|
|
$
|
—
|
|
(a)
|
Consists primarily of U.S. stock funds that track or are actively managed and measured against the S&P 500 index.
|
(b)
|
Consists primarily of international equity funds which invest in common stocks and other securities whose value is based on an international equity index or an underlying equity security or basket of equity securities.
|
(c)
|
Consists primarily of debt obligations issued by governments, corporations, municipalities and other borrowers. Also includes insurance policies.
|
(d)
|
Consists primarily of funds with holdings in private investment companies. See additional information about the Absolute Return investments below.
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Absolute Return:
|
Year Ended December 31, 2015
|
||
Beginning Balance
|
$
|
80,740
|
|
Transfers in due to acquisition
|
103,237
|
|
|
Purchases
|
5,641
|
|
|
Sales
|
(103,035
|
)
|
|
Total losses relating to assets sold during the period
(a)
|
(610
|
)
|
|
Total unrealized losses relating to assets still held at the reporting date
(a)
|
(2,846
|
)
|
|
Ending Balance
|
$
|
83,127
|
|
(a)
|
These losses are recognized in the consolidated balance sheets and are included as changes in plan assets in the tables above.
|
|
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)
|
||||||||
Pension Assets:
|
|
|
|
|
|
|
|
||||||||
Domestic Equity
(a)
|
$
|
169,581
|
|
|
$
|
169,581
|
|
|
$
|
—
|
|
|
$
|
—
|
|
International Equity
(b)
|
85,007
|
|
|
85,007
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income
(c)
|
268,911
|
|
|
255,828
|
|
|
13,083
|
|
|
—
|
|
||||
Absolute Return
(d)
|
80,740
|
|
|
—
|
|
|
—
|
|
|
80,740
|
|
||||
Cash
|
3,455
|
|
|
3,455
|
|
|
—
|
|
|
—
|
|
||||
Total Pension Assets
|
$
|
607,694
|
|
|
$
|
513,871
|
|
|
$
|
13,083
|
|
|
$
|
80,740
|
|
Postretirement Assets:
|
|
|
|
|
|
|
|
||||||||
Fixed Income
(c)
|
$
|
4,439
|
|
|
$
|
—
|
|
|
$
|
4,439
|
|
|
$
|
—
|
|
(a)
|
Consists primarily of U.S. stock funds that track or are actively managed and measured against the S&P 500 index.
|
(b)
|
Consists primarily of international equity funds which invest in common stocks and other securities whose value is based on an international equity index or an underlying equity security or basket of equity securities.
|
(c)
|
Consists primarily of debt obligations issued by governments, corporations, municipalities and other borrowers. Also includes insurance policies.
|
(d)
|
Consists primarily of funds with holdings in private investment companies. See additional information about the Absolute Return investments below.
|
Absolute Return:
|
Year Ended December 31, 2014
|
||
Beginning Balance
|
$
|
123,599
|
|
Purchases
|
50,506
|
|
|
Sales
|
(96,397
|
)
|
|
Total losses relating to assets sold during the period
(a)
|
(158
|
)
|
|
Total unrealized gains relating to assets still held at the reporting date
(a)
|
3,190
|
|
|
Ending Balance
|
$
|
80,740
|
|
(a)
|
These (losses) gains are recognized in the consolidated balance sheets and are included as changes in plan assets in the tables above.
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. Pension Plans
|
|
Foreign Pension Plans
|
|
Other Postretirement Benefits
|
||||||
2016
|
$
|
40.3
|
|
|
$
|
13.9
|
|
|
$
|
4.8
|
|
2017
|
$
|
41.4
|
|
|
$
|
14.7
|
|
|
$
|
4.7
|
|
2018
|
$
|
42.8
|
|
|
$
|
14.6
|
|
|
$
|
4.5
|
|
2019
|
$
|
43.8
|
|
|
$
|
14.5
|
|
|
$
|
4.3
|
|
2020
|
$
|
44.8
|
|
|
$
|
15.1
|
|
|
$
|
4.1
|
|
2021-2025
|
$
|
230.9
|
|
|
$
|
83.5
|
|
|
$
|
18.8
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Liabilities related to uncertain tax positions
(a)
|
$
|
101,677
|
|
|
$
|
25,340
|
|
Executive deferred compensation plan obligation
|
21,631
|
|
|
22,168
|
|
||
Environmental liabilities
(b)
|
33,805
|
|
|
4,841
|
|
||
Asset retirement obligations
(b)
|
37,230
|
|
|
15,085
|
|
||
Other
|
60,483
|
|
|
20,271
|
|
||
Total
|
$
|
254,826
|
|
|
$
|
87,705
|
|
(a)
|
See Note 20, “Income Taxes.”
|
(b)
|
See Note 17, “Commitments and Contingencies.”
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
$
|
9,235
|
|
|
$
|
16,599
|
|
|
$
|
20,322
|
|
Expenditures
|
(4,178
|
)
|
|
(4,548
|
)
|
|
(3,013
|
)
|
|||
Acquisition of Rockwood
|
38,666
|
|
|
—
|
|
|
—
|
|
|||
Divestitures
|
(1,826
|
)
|
|
(1,954
|
)
|
|
—
|
|
|||
Accretion of discount
|
984
|
|
|
—
|
|
|
—
|
|
|||
Revisions of estimates
|
150
|
|
|
34
|
|
|
(902
|
)
|
|||
Reclass to liabilities held for sale
|
(5,253
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation
|
(2,480
|
)
|
|
(896
|
)
|
|
192
|
|
|||
Balance, end of year
|
35,298
|
|
|
9,235
|
|
|
16,599
|
|
|||
Less amounts reported in Accrued expenses
|
1,493
|
|
|
4,394
|
|
|
7,386
|
|
|||
Amounts reported in Other noncurrent liabilities
|
$
|
33,805
|
|
|
$
|
4,841
|
|
|
$
|
9,213
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Balance, beginning of year
|
$
|
15,085
|
|
|
$
|
16,930
|
|
Acquisition of Rockwood
|
17,265
|
|
|
—
|
|
||
Liabilities incurred
|
3,636
|
|
|
—
|
|
||
Accretion of discount
|
1,289
|
|
|
323
|
|
||
Liabilities settled
|
—
|
|
|
(333
|
)
|
||
Divestitures
|
—
|
|
|
(1,816
|
)
|
||
Foreign currency translation adjustments
|
(45
|
)
|
|
(19
|
)
|
||
Balance, end of year
|
$
|
37,230
|
|
|
$
|
15,085
|
|
|
Operating Leases
|
|
Capital Leases
|
||||
2016
|
$
|
14,643
|
|
|
$
|
3,163
|
|
2017
|
$
|
10,664
|
|
|
$
|
3,178
|
|
2018
|
$
|
9,217
|
|
|
$
|
3,193
|
|
2019
|
$
|
7,436
|
|
|
$
|
10,201
|
|
2020
|
$
|
6,665
|
|
|
$
|
—
|
|
Thereafter
|
$
|
21,124
|
|
|
$
|
—
|
|
|
|
|
19,735
|
|
|||
Less: amount representing interest
|
|
|
2,928
|
|
|||
Present value of net minimum obligations
|
|
|
$
|
16,807
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||
Letters of credit and other guarantees
|
$
|
24,789
|
|
|
$
|
11,248
|
|
|
$
|
3,190
|
|
|
$
|
14
|
|
|
$
|
210
|
|
|
$
|
24,356
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term (Years)
|
|
Aggregate Intrinsic Value
(in thousands)
|
|||||
Outstanding at December 31, 2014
|
1,484,243
|
|
|
$
|
50.30
|
|
|
6.5
|
|
$
|
17,887
|
|
Granted
|
313,803
|
|
|
55.74
|
|
|
|
|
|
|||
Exercised
|
(18,000
|
)
|
|
28.72
|
|
|
|
|
|
|||
Forfeited
|
(98,519
|
)
|
|
62.98
|
|
|
|
|
|
|||
Expired
|
(4,600
|
)
|
|
66.14
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
1,676,927
|
|
|
$
|
50.76
|
|
|
6.1
|
|
$
|
14,152
|
|
Exercisable at December 31, 2015
|
998,952
|
|
|
$
|
43.95
|
|
|
4.5
|
|
$
|
14,048
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Dividend yield
|
1.80
|
%
|
|
1.71
|
%
|
|
1.58
|
%
|
|||
Volatility
|
32.92
|
%
|
|
33.03
|
%
|
|
33.55
|
%
|
|||
Average expected life (years)
|
6
|
|
|
6
|
|
|
6
|
|
|||
Risk-free interest rate
|
2.17
|
%
|
|
2.94
|
%
|
|
2.18
|
%
|
|||
Fair value of options granted
|
$
|
16.04
|
|
|
$
|
19.56
|
|
|
$
|
19.73
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value Per Share
|
|||
Nonvested, beginning of period
|
456,018
|
|
|
$
|
66.21
|
|
Granted
|
214,610
|
|
|
55.34
|
|
|
Vested
|
(43,177
|
)
|
|
65.39
|
|
|
Forfeited
|
(130,246
|
)
|
|
64.50
|
|
|
Nonvested, end of period
|
497,205
|
|
|
62.04
|
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value Per Share
|
|||
Nonvested, beginning of period
|
105,288
|
|
|
$
|
61.34
|
|
Granted
|
61,156
|
|
|
56.64
|
|
|
Vested
|
(39,073
|
)
|
|
61.97
|
|
|
Forfeited
|
(9,250
|
)
|
|
62.37
|
|
|
Nonvested, end of period
|
118,121
|
|
|
58.62
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Foreign
Currency Translation
(a)
|
|
Pension and Post-Retirement Benefits
(b)
|
|
Net Investment Hedge
|
|
Interest Rate Swap
(c)
|
|
Other
|
|
Total
|
||||||||||||
Accumulated other comprehensive income (loss) - balance at December 31, 2012
|
$
|
85,117
|
|
|
$
|
989
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(842
|
)
|
|
$
|
85,264
|
|
Other comprehensive income (loss) before reclassifications
|
31,704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
31,702
|
|
||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
—
|
|
|
(502
|
)
|
|
—
|
|
|
—
|
|
|
137
|
|
|
(365
|
)
|
||||||
Other comprehensive income (loss), net of tax
|
31,704
|
|
|
(502
|
)
|
|
—
|
|
|
—
|
|
|
135
|
|
|
31,337
|
|
||||||
Other comprehensive income attributable to noncontrolling interests
|
(356
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(356
|
)
|
||||||
Accumulated other comprehensive income (loss) - balance at December 31, 2013
|
$
|
116,465
|
|
|
$
|
487
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(707
|
)
|
|
$
|
116,245
|
|
Other comprehensive (loss) income before reclassifications
|
(151,059
|
)
|
|
—
|
|
|
11,384
|
|
|
(21,174
|
)
|
|
—
|
|
|
(160,849
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
(17,750
|
)
|
|
(487
|
)
|
|
—
|
|
|
212
|
|
|
136
|
|
|
(17,889
|
)
|
||||||
Other comprehensive (loss) income, net of tax
|
(168,809
|
)
|
|
(487
|
)
|
|
11,384
|
|
|
(20,962
|
)
|
|
136
|
|
|
(178,738
|
)
|
||||||
Other comprehensive loss attributable to noncontrolling interests
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
||||||
Accumulated other comprehensive (loss) income - balance at December 31, 2014
|
$
|
(52,264
|
)
|
|
$
|
—
|
|
|
$
|
11,384
|
|
|
$
|
(20,962
|
)
|
|
$
|
(571
|
)
|
|
$
|
(62,413
|
)
|
Other comprehensive (loss) income before reclassifications
|
(412,999
|
)
|
|
(774
|
)
|
|
50,861
|
|
|
—
|
|
|
2
|
|
|
(362,910
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
—
|
|
|
16
|
|
|
—
|
|
|
2,101
|
|
|
27
|
|
|
2,144
|
|
||||||
Other comprehensive (loss) income, net of tax
|
(412,999
|
)
|
|
(758
|
)
|
|
50,861
|
|
|
2,101
|
|
|
29
|
|
|
(360,766
|
)
|
||||||
Other comprehensive loss attributable to noncontrolling interests
|
1,891
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,891
|
|
||||||
Accumulated other comprehensive (loss) income - balance at December 31, 2015
|
$
|
(463,372
|
)
|
|
$
|
(758
|
)
|
|
$
|
62,245
|
|
|
$
|
(18,861
|
)
|
|
$
|
(542
|
)
|
|
$
|
(421,288
|
)
|
(a)
|
Amounts reclassified from accumulated other comprehensive (loss) income for the year ended December 31, 2014 are included in (Loss) income from discontinued operations (net of tax) for the year ended December 31, 2014 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. See Note 3, “Divestitures.”
|
(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 15, “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.
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Foreign Currency Translation
|
|
Pension and Postretirement Benefits
|
|
Net Investment Hedge
(a)
|
|
Interest Rate Swap
(b)
|
|
Other
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive (loss) income, before tax
|
$
|
(451,781
|
)
|
|
$
|
(751
|
)
|
|
$
|
80,746
|
|
|
$
|
3,336
|
|
|
$
|
19
|
|
Income tax benefit (expense)
|
38,782
|
|
|
(7
|
)
|
|
(29,885
|
)
|
|
(1,235
|
)
|
|
10
|
|
|||||
Other comprehensive (loss) income, net of tax
|
$
|
(412,999
|
)
|
|
$
|
(758
|
)
|
|
$
|
50,861
|
|
|
$
|
2,101
|
|
|
$
|
29
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive (loss) income, before tax
|
$
|
(163,536
|
)
|
|
$
|
(772
|
)
|
|
$
|
17,971
|
|
|
$
|
(33,091
|
)
|
|
$
|
217
|
|
Income tax (expense) benefit
|
(5,273
|
)
|
|
285
|
|
|
(6,587
|
)
|
|
12,129
|
|
|
(81
|
)
|
|||||
Other comprehensive (loss) income, net of tax
|
$
|
(168,809
|
)
|
|
$
|
(487
|
)
|
|
$
|
11,384
|
|
|
$
|
(20,962
|
)
|
|
$
|
136
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss), before tax
|
$
|
29,895
|
|
|
$
|
(781
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
214
|
|
Income tax benefit (expense)
|
1,809
|
|
|
279
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
$
|
31,704
|
|
|
$
|
(502
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
135
|
|
(a)
|
Other comprehensive income, before tax, for the year ended December 31, 2014 includes
$12.8 million
related to the revaluation of our euro-denominated senior notes and a
$5.2 million
gain on the settlement of related foreign currency forward contracts, both of which were designated as a hedge of our net investment in foreign operations. See Note 14, “Long-Term Debt” for additional information about these transactions.
|
(b)
|
Other comprehensive (loss), before tax, for the year ended December 31, 2014 includes a realized loss of
($33.4) million
on the settlement of our forward starting interest rate swap which was designated and accounted for as a cash flow hedge under ASC 815,
Derivatives and Hedging
. See Note 14, “Long-Term Debt” for additional information about this interest rate swap.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Income from continuing operations before income taxes and equity in net income of unconsolidated investments:
|
|
|
|
|
|
||||||
Domestic
|
$
|
8,594
|
|
|
$
|
45,689
|
|
|
$
|
351,731
|
|
Foreign
|
349,593
|
|
|
167,490
|
|
|
186,711
|
|
|||
Total
|
$
|
358,187
|
|
|
$
|
213,179
|
|
|
$
|
538,442
|
|
|
|
|
|
|
|
||||||
Current income tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
85,245
|
|
|
$
|
36,708
|
|
|
$
|
53,953
|
|
State
|
71
|
|
|
3,209
|
|
|
2,195
|
|
|||
Foreign
|
80,104
|
|
|
25,700
|
|
|
18,414
|
|
|||
Total
|
$
|
165,420
|
|
|
$
|
65,617
|
|
|
$
|
74,562
|
|
|
|
|
|
|
|
||||||
Deferred income tax (benefit) expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
(129,433
|
)
|
|
$
|
(32,890
|
)
|
|
$
|
69,817
|
|
State
|
(1,170
|
)
|
|
(1,139
|
)
|
|
2,416
|
|
|||
Foreign
|
(5,695
|
)
|
|
(13,104
|
)
|
|
(12,350
|
)
|
|||
Total
|
$
|
(136,298
|
)
|
|
$
|
(47,133
|
)
|
|
$
|
59,883
|
|
|
|
|
|
|
|
||||||
Total income tax expense
|
$
|
29,122
|
|
|
$
|
18,484
|
|
|
$
|
134,445
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
% of Income Before Income Taxes
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal tax benefit
|
1.7
|
|
|
0.2
|
|
|
0.7
|
|
Change in valuation allowance
(a)
|
4.7
|
|
|
1.0
|
|
|
(2.2
|
)
|
Impact of foreign earnings, net
(b)
|
(19.6
|
)
|
|
(24.8
|
)
|
|
(10.7
|
)
|
Subpart F income
|
6.8
|
|
|
1.2
|
|
|
0.4
|
|
Deemed repatriation of foreign income
(d)
|
91.6
|
|
|
—
|
|
|
—
|
|
Undistributed earnings of foreign subsidiaries
(b)(d)
|
(99.6
|
)
|
|
(0.3
|
)
|
|
2.9
|
|
Nondeductible transaction costs
|
1.8
|
|
|
—
|
|
|
—
|
|
Depletion
|
(1.6
|
)
|
|
(2.4
|
)
|
|
(0.9
|
)
|
Revaluation of unrecognized tax benefits/reserve requirements
(c)
|
(11.3
|
)
|
|
(0.6
|
)
|
|
(0.1
|
)
|
Domestic manufacturing tax deduction
|
(0.9
|
)
|
|
(2.2
|
)
|
|
(0.9
|
)
|
Other items, net
|
(0.5
|
)
|
|
1.6
|
|
|
0.8
|
|
Effective income tax rate
|
8.1
|
%
|
|
8.7
|
%
|
|
25.0
|
%
|
(a)
|
During 2013, our Avonmouth, U.K. legal entity was dissolved, therefore the corresponding valuation allowance and deferred tax assets were written off.
|
(b)
|
During
2015
,
2014
and
2013
, we received actual and deemed distributions of
$1.4 billion
,
$12.6 million
and
$12.3 million
, respectively, from various foreign subsidiaries and joint ventures, and realized an expense, net of foreign tax credits, of
$350.2 million
,
$2.8 million
and
$2.4 million
, respectively, related to the repatriation of these earnings, which impacted our effective tax rate. We have asserted, for all periods being reported, indefinite investment of our share of the income of JBC, a Free Zones company under the laws of the Hashemite Kingdom of Jordan. The applicable provisions of the Jordanian law, and applicable regulations thereunder, do not have a termination provision and the exemption is indefinite. As a Free Zones company, JBC is not subject to income taxes on the profits of products exported from Jordan, and currently, substantially all of the profits are from exports. This gave us a rate benefit of
7.1%
,
12.4%
, and
4.5%
for 2015, 2014, and 2013, respectively.
|
(c)
|
During 2014, we released various tax reserves primarily related to the expiration of the applicable U.S. federal statute of limitations for 2009 through 2010 which provided a net benefit of approximately
$2.5 million
. In 2015, the main impact is from the release of reserves on the close of a U.S. federal audit, and lapse of statute of limitations. These releases provided a net benefit of approximately
$41 million
.
|
(d)
|
In prior years, we designated the undistributed earnings of substantially all of our foreign subsidiaries as indefinitely invested. In 2015, we were not indefinitely invested in a portion of earnings from legacy Rockwood entities that were part of the repatriation planning, for which a deferred tax liability of
$387.0 million
was established in the opening balance sheet. This liability reversed upon the completion of the repatriation with
$356.2 million
impacting earnings and
$30.8 million
from foreign exchange differences. The reversal of this liability offsets the tax amount of
$327.9 million
from legacy Rockwood entities included in the deemed repatriation of foreign income.
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued employee benefits
|
$
|
28,167
|
|
|
$
|
20,834
|
|
Accrued expenses
|
33,048
|
|
|
2,379
|
|
||
Operating loss carryovers
|
131,985
|
|
|
82,017
|
|
||
Pensions
|
111,059
|
|
|
79,113
|
|
||
Intangibles
|
—
|
|
|
5,732
|
|
||
Tax credit carryovers
|
2,555
|
|
|
34,469
|
|
||
Other
|
32,725
|
|
|
20,227
|
|
||
Gross deferred tax assets
|
339,539
|
|
|
244,771
|
|
||
Valuation allowance
|
(85,370
|
)
|
|
(30,768
|
)
|
||
Deferred tax assets
|
254,169
|
|
|
214,003
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
(378,669
|
)
|
|
(190,280
|
)
|
||
Intangibles
|
(488,855
|
)
|
|
—
|
|
||
Foreign currency translation adjustments
|
—
|
|
|
(4,752
|
)
|
||
Other
|
(46,937
|
)
|
|
(18,420
|
)
|
||
Deferred tax liabilities
|
(914,461
|
)
|
|
(213,452
|
)
|
||
|
|
|
|
||||
Net deferred tax (liabilities) assets
|
$
|
(660,292
|
)
|
|
$
|
551
|
|
Classification in the consolidated balance sheets:
|
|
|
|
||||
Current deferred tax assets
|
$
|
—
|
|
|
$
|
1,801
|
|
Current deferred tax liabilities
|
—
|
|
|
(6,806
|
)
|
||
Noncurrent deferred tax assets
|
76,025
|
|
|
62,440
|
|
||
Noncurrent deferred tax liabilities
|
(736,317
|
)
|
|
(56,884
|
)
|
||
Net deferred tax (liabilities) assets
|
$
|
(660,292
|
)
|
|
$
|
551
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at January 1
|
$
|
(30,768
|
)
|
|
$
|
(33,757
|
)
|
|
$
|
(49,562
|
)
|
Additions
(a)
|
(61,122
|
)
|
|
(1,895
|
)
|
|
(4,359
|
)
|
|||
Deductions
|
6,520
|
|
|
4,884
|
|
|
20,164
|
|
|||
Balance at December 31
|
$
|
(85,370
|
)
|
|
$
|
(30,768
|
)
|
|
$
|
(33,757
|
)
|
(a)
|
Additions for the year ended December 31, 2015 includes $42.0 million related to the acquisition of Rockwood.
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at January 1
|
$
|
24,969
|
|
|
$
|
29,143
|
|
|
$
|
28,398
|
|
Acquisition of Rockwood
|
124,758
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions related to prior years
|
4,329
|
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions related to prior years
|
(46,211
|
)
|
|
(214
|
)
|
|
(348
|
)
|
|||
Additions for tax positions related to current year
|
202
|
|
|
2,232
|
|
|
2,061
|
|
|||
Lapses in statutes of limitations/settlements
|
(6,736
|
)
|
|
(5,057
|
)
|
|
(473
|
)
|
|||
Foreign currency translation adjustment
|
(5,596
|
)
|
|
(1,135
|
)
|
|
(495
|
)
|
|||
Balance at December 31
|
$
|
95,715
|
|
|
$
|
24,969
|
|
|
$
|
29,143
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Exit of phosphorus flame retardants business
(a)
|
$
|
(6,804
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges in connection with aluminum alkyl supply capacity reduction
(b)
|
—
|
|
|
23,521
|
|
|
—
|
|
|||
Charges in connection with global business realignment
(c)
|
—
|
|
|
—
|
|
|
33,361
|
|
|||
Other, net
(d)
|
—
|
|
|
2,426
|
|
|
—
|
|
|||
Total Restructuring and other, net
|
$
|
(6,804
|
)
|
|
$
|
25,947
|
|
|
$
|
33,361
|
|
(a)
|
In the third quarter of 2015, a gain of
$6.8 million
(
$5.4 million
after income taxes) was recognized upon the sale of land in Avonmouth, U.K., which was utilized by the phosphorus flame retardants business we exited in 2012. In 2012, charges in connection with our exit of the phosphorus flame retardants business were recorded in Restructuring and other, net, on our consolidated statements of income.
|
(b)
|
In 2014, we initiated action to reduce high cost supply capacity of certain aluminum alkyl products, primarily through the termination of a third party manufacturing contract. Based on the contract termination, we estimated costs of approximately
$14.0 million
(
$9.3 million
after income taxes) in the first quarter and
$6.5 million
(
$4.3 million
after income taxes) in the fourth quarter for contract termination and volume commitments. Additionally, in the first quarter of 2014 we recorded 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)
|
In connection with an announced 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. In the fourth quarter of 2013 we recorded charges of
$33.4 million
(
$21.9 million
after income taxes) for termination benefits and other costs related to this workforce reduction plan. Payments under this workforce reduction plan are complete.
|
(d)
|
The amount for 2014 mainly consists of
$3.3 million
(
$2.1 million
after income taxes) recorded in the second quarter for certain multi-product facility project costs that we do not expect to recover in future periods, net of other credits recorded in the fourth quarter.
|
|
December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
Recorded Amount
|
|
Fair Value
|
|
Recorded Amount
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Long-term debt
|
$
|
3,852,019
|
|
|
$
|
3,810,981
|
|
|
$
|
2,934,131
|
|
|
$
|
2,994,935
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
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
|
|
December 31, 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)
|
$
|
21,631
|
|
|
$
|
21,631
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Private equity securities
(b)
|
$
|
2,626
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
2,595
|
|
Pension assets
(c)
|
$
|
690,787
|
|
|
$
|
500,996
|
|
|
$
|
106,664
|
|
|
$
|
83,127
|
|
Postretirement assets
(c)
|
$
|
3,292
|
|
|
$
|
—
|
|
|
$
|
3,292
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Obligations under executive deferred compensation plan
(a)
|
$
|
21,631
|
|
|
$
|
21,631
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
(d)
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
250
|
|
|
$
|
—
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
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
(d)
|
$
|
631
|
|
|
$
|
—
|
|
|
$
|
631
|
|
|
$
|
—
|
|
Pension assets
(c)
|
$
|
607,694
|
|
|
$
|
513,871
|
|
|
$
|
13,083
|
|
|
$
|
80,740
|
|
Postretirement assets
(c)
|
$
|
4,439
|
|
|
$
|
—
|
|
|
$
|
4,439
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Obligations under executive deferred compensation plan
(a)
|
$
|
22,168
|
|
|
$
|
22,168
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
We maintain an 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 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)
|
See Note 15 “Pension Plans and Other Postretirement Benefits” for further information about fair value measurements of our pension and postretirement plan assets, including the reconciliations of the plans’ Level 3 assets.
|
(d)
|
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.
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Beginning balance
|
$
|
1,785
|
|
|
$
|
750
|
|
Total unrealized gains included in earnings relating to assets still held at the reporting date
|
810
|
|
|
35
|
|
||
Purchases
|
—
|
|
|
1,000
|
|
||
Ending balance
|
$
|
2,595
|
|
|
$
|
1,785
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Sales to unconsolidated affiliates
|
$
|
25,903
|
|
|
$
|
45,415
|
|
|
$
|
29,420
|
|
Purchases from unconsolidated affiliates
|
115,697
|
|
|
64,631
|
|
|
57,022
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Net sales:
|
|
|
|
|
|
||||||
Performance Chemicals
|
$
|
1,610,319
|
|
|
$
|
1,121,645
|
|
|
$
|
1,141,890
|
|
Refining Solutions
|
729,261
|
|
|
852,139
|
|
|
775,207
|
|
|||
Chemetall Surface Treatment
|
824,906
|
|
|
—
|
|
|
—
|
|
|||
All Other
|
471,434
|
|
|
471,764
|
|
|
477,173
|
|
|||
Corporate
|
15,415
|
|
|
—
|
|
|
—
|
|
|||
Total net sales
|
$
|
3,651,335
|
|
|
$
|
2,445,548
|
|
|
$
|
2,394,270
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA:
|
|
|
|
|
|
||||||
Performance Chemicals
|
$
|
535,520
|
|
|
$
|
306,572
|
|
|
$
|
364,712
|
|
Refining Solutions
|
197,595
|
|
|
256,485
|
|
|
190,388
|
|
|||
Chemetall Surface Treatment
|
202,028
|
|
|
—
|
|
|
—
|
|
|||
All Other
|
53,993
|
|
|
73,973
|
|
|
71,691
|
|
|||
Corporate
|
(29,814
|
)
|
|
(74,875
|
)
|
|
(69,240
|
)
|
|||
Total adjusted EBITDA
|
$
|
959,322
|
|
|
$
|
562,155
|
|
|
$
|
557,551
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Performance Chemicals
|
|
Refining Solutions
|
|
Chemetall Surface Treatment
|
|
Reportable Segments Total
|
|
All Other
|
|
Corporate
|
|
Consolidated Total
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
535,520
|
|
|
$
|
197,595
|
|
|
$
|
202,028
|
|
|
$
|
935,143
|
|
|
$
|
53,993
|
|
|
$
|
(29,814
|
)
|
|
$
|
959,322
|
|
Depreciation and amortization
|
(120,248
|
)
|
|
(34,039
|
)
|
|
(78,903
|
)
|
|
(233,190
|
)
|
|
(18,183
|
)
|
|
(8,703
|
)
|
|
(260,076
|
)
|
|||||||
Utilization of inventory markup
(a)
|
(79,977
|
)
|
|
—
|
|
|
(20,030
|
)
|
|
(100,007
|
)
|
|
(3,029
|
)
|
|
—
|
|
|
(103,036
|
)
|
|||||||
Restructuring and other, net
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,804
|
|
|
6,804
|
|
|||||||
Acquisition and integration related costs
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146,096
|
)
|
|
(146,096
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132,722
|
)
|
|
(132,722
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,122
|
)
|
|
(29,122
|
)
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,244
|
|
|
46,244
|
|
|||||||
Other
(d)
|
—
|
|
|
(1,971
|
)
|
|
—
|
|
|
(1,971
|
)
|
|
—
|
|
|
(4,441
|
)
|
|
(6,412
|
)
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
335,295
|
|
|
$
|
161,585
|
|
|
$
|
103,095
|
|
|
$
|
599,975
|
|
|
$
|
32,781
|
|
|
$
|
(297,850
|
)
|
|
$
|
334,906
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
306,572
|
|
|
$
|
256,485
|
|
|
$
|
—
|
|
|
$
|
563,057
|
|
|
$
|
73,973
|
|
|
$
|
(74,875
|
)
|
|
$
|
562,155
|
|
Depreciation and amortization
(e)
|
(51,707
|
)
|
|
(32,670
|
)
|
|
—
|
|
|
(84,377
|
)
|
|
(13,478
|
)
|
|
(2,552
|
)
|
|
(100,407
|
)
|
|||||||
Restructuring and other, net
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,947
|
)
|
|
(25,947
|
)
|
|||||||
Acquisition and integration related costs
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,158
|
)
|
|
(30,158
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,358
|
)
|
|
(41,358
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,484
|
)
|
|
(18,484
|
)
|
|||||||
(Loss) income from discontinued operations (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,531
|
)
|
|
(69,531
|
)
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,462
|
)
|
|
(125,462
|
)
|
|||||||
Other
(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,492
|
)
|
|
(17,492
|
)
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
254,865
|
|
|
$
|
223,815
|
|
|
$
|
—
|
|
|
$
|
478,680
|
|
|
$
|
60,495
|
|
|
$
|
(405,859
|
)
|
|
$
|
133,316
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
364,712
|
|
|
$
|
190,388
|
|
|
$
|
—
|
|
|
$
|
555,100
|
|
|
$
|
71,691
|
|
|
$
|
(69,240
|
)
|
|
$
|
557,551
|
|
Depreciation and amortization
(e)
|
(46,225
|
)
|
|
(33,580
|
)
|
|
—
|
|
|
(79,805
|
)
|
|
(13,323
|
)
|
|
(2,188
|
)
|
|
(95,316
|
)
|
|||||||
Restructuring and other, net
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,361
|
)
|
|
(33,361
|
)
|
|||||||
Interest and financing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,559
|
)
|
|
(31,559
|
)
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134,445
|
)
|
|
(134,445
|
)
|
|||||||
(Loss) income from discontinued operations (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,108
|
|
|
4,108
|
|
|||||||
Non-operating pension and OPEB items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146,193
|
|
|
146,193
|
|
|||||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
318,487
|
|
|
$
|
156,808
|
|
|
$
|
—
|
|
|
$
|
475,295
|
|
|
$
|
58,368
|
|
|
$
|
(120,492
|
)
|
|
$
|
413,171
|
|
(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 was expensed over the estimated remaining selling period. For the year ended
December 31, 2015
,
$75.9 million
was included in Cost of goods sold, and Equity in net income of unconsolidated investments was reduced by $
27.1 million
related to the utilization of the inventory markup.
|
(b)
|
See Note 2, “Acquisitions.”
|
(c)
|
See Note 21, “Restructuring and Other.”
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(d)
|
For the year ended December 31, 2015, Refining Solutions includes an impairment charge of approximately
$2.0 million
related to our unconsolidated investment in Fábrica Carioca de Catalisadores SA. For the years ended December 31, 2015 and 2014, Corporate includes approximately
$4.4 million
and
$17.5 million
, respectively, of financing-related fees expensed in connection with the acquisition of Rockwood.
|
(e)
|
Excludes discontinued operations.
|
|
As of December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Identifiable assets:
|
|
|
|
|
|
||||||
Performance Chemicals
|
$
|
4,358,598
|
|
|
$
|
1,085,246
|
|
|
$
|
1,148,478
|
|
Refining Solutions
|
937,445
|
|
|
1,100,361
|
|
|
1,217,313
|
|
|||
Chemetall Surface Treatment
|
3,207,621
|
|
|
—
|
|
|
—
|
|
|||
All Other
|
517,695
|
|
|
268,555
|
|
|
468,147
|
|
|||
Corporate
(a)
|
593,655
|
|
|
2,768,941
|
|
|
750,859
|
|
|||
Total identifiable assets
|
$
|
9,615,014
|
|
|
$
|
5,223,103
|
|
|
$
|
3,584,797
|
|
Goodwill:
|
|
|
|
|
|
||||||
Performance Chemicals
|
$
|
1,287,824
|
|
|
$
|
42,016
|
|
|
$
|
42,025
|
|
Refining Solutions
|
172,728
|
|
|
192,657
|
|
|
218,382
|
|
|||
Chemetall Surface Treatment
|
1,433,259
|
|
|
—
|
|
|
—
|
|
|||
All Other
|
—
|
|
|
8,589
|
|
|
23,796
|
|
|||
Total goodwill
|
$
|
2,893,811
|
|
|
$
|
243,262
|
|
|
$
|
284,203
|
|
(a)
|
As of December 31, 2014, Corporate included net proceeds received from the issuance of the 2014 Senior Notes, which, together with borrowings from our Commercial Paper Notes, August 2014 Term Loan Agreement and Cash Bridge Facility, were used to finance the cash portion of the Merger Consideration, pay related fees and expenses and repay our senior notes which matured on February 1, 2015. See Note 14, “Long-Term Debt” and Note 2, “Acquisitions” for additional details about these transactions.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Performance Chemicals
|
$
|
120,248
|
|
|
$
|
51,707
|
|
|
$
|
46,225
|
|
Refining Solutions
|
34,039
|
|
|
32,670
|
|
|
33,580
|
|
|||
Chemetall Surface Treatment
|
78,903
|
|
|
—
|
|
|
—
|
|
|||
Discontinued Operations
|
—
|
|
|
3,165
|
|
|
12,054
|
|
|||
All Other
|
18,183
|
|
|
13,478
|
|
|
13,323
|
|
|||
Corporate
|
8,703
|
|
|
2,552
|
|
|
2,188
|
|
|||
Total depreciation and amortization
|
$
|
260,076
|
|
|
$
|
103,572
|
|
|
$
|
107,370
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Performance Chemicals
|
$
|
159,338
|
|
|
$
|
52,280
|
|
|
$
|
119,500
|
|
Refining Solutions
|
28,836
|
|
|
49,219
|
|
|
16,501
|
|
|||
Chemetall Surface Treatment
|
23,738
|
|
|
—
|
|
|
—
|
|
|||
All Other
|
13,054
|
|
|
9,053
|
|
|
18,831
|
|
|||
Corporate
|
2,683
|
|
|
24
|
|
|
514
|
|
|||
Total capital expenditures
|
$
|
227,649
|
|
|
$
|
110,576
|
|
|
$
|
155,346
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Net Sales:
|
|
|
|
|
|
||||||
United States
|
$
|
1,118,847
|
|
|
$
|
884,373
|
|
|
$
|
933,182
|
|
Foreign
(a)
|
2,532,488
|
|
|
1,561,175
|
|
|
1,461,088
|
|
|||
Total
|
$
|
3,651,335
|
|
|
$
|
2,445,548
|
|
|
$
|
2,394,270
|
|
(a)
|
No sales in a foreign country exceed
10%
of total net sales. Also, net sales are attributed to countries based upon shipments to final destination.
|
|
As of December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Long-Lived Assets:
|
|
|
|
|
|
||||||
United States
|
$
|
833,238
|
|
|
$
|
698,863
|
|
|
$
|
748,719
|
|
Chile
|
916,965
|
|
|
—
|
|
|
—
|
|
|||
Netherlands
|
157,644
|
|
|
167,965
|
|
|
193,775
|
|
|||
Jordan
|
230,460
|
|
|
227,805
|
|
|
227,818
|
|
|||
Australia
|
282,552
|
|
|
—
|
|
|
—
|
|
|||
Brazil
|
45,847
|
|
|
59,474
|
|
|
78,078
|
|
|||
Germany
|
189,895
|
|
|
75,813
|
|
|
86,175
|
|
|||
China
|
29,780
|
|
|
5,310
|
|
|
41,858
|
|
|||
France
|
50,991
|
|
|
37,347
|
|
|
34,523
|
|
|||
Korea
|
72,685
|
|
|
80,362
|
|
|
86,827
|
|
|||
United Kingdom
|
5,320
|
|
|
3,665
|
|
|
3,665
|
|
|||
Other foreign countries
|
103,977
|
|
|
48,819
|
|
|
47,139
|
|
|||
Total
|
$
|
2,919,354
|
|
|
$
|
1,405,423
|
|
|
$
|
1,548,577
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Performance Chemicals:
|
|
|
|
|
|
||||||
Bromine
|
$
|
775,729
|
|
|
$
|
808,857
|
|
|
$
|
856,298
|
|
Lithium
|
508,844
|
|
|
—
|
|
|
—
|
|
|||
Performance Catalyst Solutions
|
325,746
|
|
|
312,788
|
|
|
285,592
|
|
|||
Total Performance Chemicals
|
$
|
1,610,319
|
|
|
$
|
1,121,645
|
|
|
$
|
1,141,890
|
|
|
|
|
|
|
|
||||||
Refining Solutions
|
$
|
729,261
|
|
|
$
|
852,139
|
|
|
$
|
775,207
|
|
|
|
|
|
|
|
||||||
Chemetall Surface Treatment
|
$
|
824,906
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
884,404
|
|
|
$
|
931,485
|
|
|
$
|
905,093
|
|
|
$
|
930,353
|
|
Gross profit
|
$
|
258,466
|
|
|
$
|
300,566
|
|
|
$
|
312,210
|
|
|
$
|
325,630
|
|
Restructuring and other, net
(a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,804
|
)
|
|
$
|
—
|
|
Acquisition and integration related costs
(b)
|
$
|
59,523
|
|
|
$
|
24,166
|
|
|
$
|
42,798
|
|
|
$
|
19,609
|
|
Net income attributable to Albemarle Corporation
(c)
|
$
|
43,115
|
|
|
$
|
52,147
|
|
|
$
|
65,392
|
|
|
$
|
174,252
|
|
Basic earnings per share
(c)
|
$
|
0.40
|
|
|
$
|
0.46
|
|
|
$
|
0.58
|
|
|
$
|
1.55
|
|
Shares used to compute basic earnings per share
|
108,130
|
|
|
112,189
|
|
|
112,202
|
|
|
112,207
|
|
||||
Diluted earnings per share
(c)
|
$
|
0.40
|
|
|
$
|
0.46
|
|
|
$
|
0.58
|
|
|
$
|
1.55
|
|
Shares used to compute diluted earnings per share
|
108,464
|
|
|
112,607
|
|
|
112,544
|
|
|
112,608
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
599,843
|
|
|
$
|
604,721
|
|
|
$
|
642,418
|
|
|
$
|
598,566
|
|
Gross profit
|
$
|
195,599
|
|
|
$
|
207,363
|
|
|
$
|
205,446
|
|
|
$
|
162,440
|
|
Restructuring and other, net
(a)
|
$
|
17,000
|
|
|
$
|
3,332
|
|
|
$
|
293
|
|
|
$
|
5,322
|
|
Acquisition and integration related costs
(b)
|
$
|
—
|
|
|
$
|
4,843
|
|
|
$
|
10,261
|
|
|
$
|
15,054
|
|
Net income (loss) from continuing operations
|
$
|
66,004
|
|
|
$
|
89,404
|
|
|
$
|
88,019
|
|
|
$
|
(12,990
|
)
|
Loss from discontinued operations (net of tax)
(d)
|
(1,769
|
)
|
|
(60,025
|
)
|
|
(6,679
|
)
|
|
(1,058
|
)
|
||||
Net income attributable to noncontrolling interests
|
(7,652
|
)
|
|
(6,932
|
)
|
|
(8,546
|
)
|
|
(4,460
|
)
|
||||
Net income (loss) attributable to Albemarle Corporation
|
$
|
56,583
|
|
|
$
|
22,447
|
|
|
$
|
72,794
|
|
|
$
|
(18,508
|
)
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.73
|
|
|
$
|
1.05
|
|
|
$
|
1.02
|
|
|
$
|
(0.22
|
)
|
Discontinued operations
|
(0.02
|
)
|
|
(0.76
|
)
|
|
(0.09
|
)
|
|
(0.02
|
)
|
||||
|
$
|
0.71
|
|
|
$
|
0.29
|
|
|
$
|
0.93
|
|
|
$
|
(0.24
|
)
|
|
|
|
|
|
|
|
|
||||||||
Shares used to compute basic earnings per share
|
79,735
|
|
|
78,662
|
|
|
78,244
|
|
|
78,144
|
|
||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.73
|
|
|
$
|
1.04
|
|
|
$
|
1.01
|
|
|
$
|
(0.22
|
)
|
Discontinued operations
|
(0.02
|
)
|
|
(0.76
|
)
|
|
(0.08
|
)
|
|
(0.02
|
)
|
||||
|
$
|
0.71
|
|
|
$
|
0.28
|
|
|
$
|
0.93
|
|
|
$
|
(0.24
|
)
|
|
|
|
|
|
|
|
|
||||||||
Shares used to compute diluted earnings per share
|
80,112
|
|
|
79,091
|
|
|
78,659
|
|
|
78,545
|
|
(a)
|
See Note 21, “Restructuring and Other.”
|
(b)
|
See Note 2, “Acquisitions.”
|
(c)
|
The fourth quarter of 2015 includes an income tax benefit of
$44.6 million
primarily related to the release of certain tax reserves associated with lapses in statutes of limitations and audit closures.
|
(d)
|
Included in Loss from discontinued operations (net of tax) for the year ended December 31, 2014 is
($65.7) million
related to the loss on the sale of our antioxidant, ibuprofen and propofol businesses and assets, the majority of which was recorded in the second quarter. See Note 3, “Divestitures.”
|
Albemarle Corporation and Subsidiaries
|
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Albemarle Corporation and Subsidiaries
|
||
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Albemarle Corporation and Subsidiaries
|
||
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
(a)(3)
|
|
Exhibits
|
|
|
|
|
|
The following documents are filed as exhibits to this Annual Report on Form 10-K pursuant to Item 601 of Regulation S-K:
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of July 15, 2014, among Albemarle Corporation, Albemarle Holdings Corporation and Rockwood Holdings, Inc. [filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on July 18, 2014, and incorporated herein by reference].
|
Albemarle Corporation and Subsidiaries
|
||
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation (including Amendment thereto) [filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (No. 333-119723) filed on October 13, 2004, and incorporated herein by reference].
|
|
|
|
3.2
|
|
Albemarle Corporation Amended and Restated Bylaws, effective January 12, 2015 [filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on January 12, 2015, and incorporated herein by reference].
|
|
|
|
4.1
|
|
Indenture, dated as of January 20, 2005, between the Company and The Bank of New York, as trustee [filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on January 20, 2005, and incorporated herein by reference].
|
|
|
|
4.2
|
|
Second Supplemental Indenture, dated as of December 10, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York [filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 10, 2010, and incorporated herein by reference].
|
|
|
|
4.3
|
|
Third Supplemental Indenture, dated as of November 24, 2014, among Albemarle Corporation, Albemarle Holdings Corporation, Albemarle Holdings II Corporation and U.S. Bank National Association, as trustee [filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference].
|
|
|
|
4.4
|
|
Form of Global Security for the 4.50% Senior Notes due 2020 [filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 10, 2010, and incorporated herein by reference].
|
|
|
|
4.5
|
|
Form of Global Security for the 3.000% Senior Notes due 2019 [filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference].
|
|
|
|
4.6
|
|
Form of Global Security for the 4.150% Senior Notes due 2024 [filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference].
|
|
|
|
4.7
|
|
Form of Global Security for the 5.450% Senior Notes due 2044 [filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference].
|
|
|
|
4.8
|
|
Form of Global Security for the 1.875% Senior Notes due 2021 [filed as Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference].
|
|
|
|
10.1
|
|
2013 Stock Compensation and Deferral Election Plan for Non-Employee Directors of Albemarle Corporation [filed as Annex A to the Company’s definitive Proxy Statement on Schedule 14A (No. 1-12658) filed on March 28, 2013, and incorporated herein by reference].
|
|
|
|
10.2
|
|
Compensation Arrangement with Luther C. Kissam, IV, dated August 29, 2003 [filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (No. 1-12658), and incorporated herein by reference].
|
|
|
|
10.3
|
|
Albemarle Corporation 2003 Incentive Plan, adopted January 31, 2003 and approved by the shareholders on March 26, 2003 [filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A (No. 1-12658) filed on February 26, 2003, and incorporated herein by reference].
|
|
|
|
10.4
|
|
First Amendment to the Albemarle Corporation 2003 Incentive Plan, dated as of December 13, 2006 [filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 18, 2006, and incorporated herein by reference].
|
|
|
|
10.5
|
|
Notice of Performance Unit Award [filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 25, 2013, and incorporated herein by reference].
|
|
|
|
10.6
|
|
Notice of Restricted Stock Unit Award [filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 25, 2013, and incorporated herein by reference].
|
|
|
|
10.7
|
|
Notice of Option Grant [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 25, 2013, and incorporated herein by reference].
|
Albemarle Corporation and Subsidiaries
|
||
|
|
|
|
10.8
|
|
Notice of Performance-Based Restricted Stock Unit Award [filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2014, and incorporated herein by reference].
|
|
|
|
10.9
|
|
Notice of Restricted Stock Unit Award [filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2014, and incorporated herein by reference].
|
|
|
|
10.10
|
|
Notice of Option Grant [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2014, and incorporated herein by reference].
|
|
|
|
10.11
|
|
Notice of TSR Performance Unit Award [filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2014, and incorporated herein by reference].
|
|
|
|
10.12
|
|
Notice of Option Grant [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on March 2, 2015, and incorporated herein by reference].
|
|
|
|
10.13
|
|
Notice of TSR Performance Unit Award [filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on March 2, 2015, and incorporated herein by reference].
|
|
|
|
*10.14
|
|
Notice of Restricted Stock Unit Award (2015).
|
|
|
|
10.15
|
|
Amended and Restated Albemarle Corporation Supplemental Executive Retirement Plan, effective as of January 1, 2005 [filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference].
|
|
|
|
10.16
|
|
First Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 1, 2010 [filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference].
|
|
|
|
10.17
|
|
Second Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 18, 2011 [filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference].
|
|
|
|
10.18
|
|
Third Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 2, 2013 [filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference].
|
|
|
|
*10.19
|
|
Form of Severance Compensation Agreement (Pension-Eligible Employees).
|
|
|
|
*10.20
|
|
Form of Severance Compensation Agreement (Non-Pension-Eligible Employees).
|
|
|
|
*10.21
|
|
Form of Amendment to Severance Compensation Agreement.
|
|
|
|
10.22
|
|
Albemarle Corporation Severance Pay Plan, as revised effective as of December 13, 2006 [filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 18, 2006, and incorporated herein by reference].
|
|
|
|
10.23
|
|
Amended and Restated Albemarle Corporation Benefits Protection Trust, effective as of December 13, 2006 [filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 18, 2006, and incorporated herein by reference].
|
|
|
|
10.24
|
|
Albemarle Corporation Employee Relocation Policy [filed as Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (No. 1-12658), and incorporated herein by reference].
|
|
|
|
10.25
|
|
Albemarle Corporation 2008 Incentive Plan, as amended and restated as of April 20, 2010 [filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (No. 333-166828) filed on May 14, 2010, and incorporated herein by reference].
|
|
|
|
Albemarle Corporation and Subsidiaries
|
||
|
10.26
|
|
Amended and Restated Albemarle Corporation Executive Deferred Compensation Plan, effective as of January 1, 2013 [filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference].
|
|
|
|
10.27
|
|
First Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of November 14, 2014 [filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference].
|
|
|
|
*10.28
|
|
Second Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of February 12, 2015.
|
|
|
|
*10.29
|
|
Third Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of July 31, 2015.
|
|
|
|
*10.30
|
|
Fourth Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of December 17, 2015.
|
|
|
|
10.31
|
|
Share Purchase Agreement, among Albemarle Corporation, Albemarle Overseas Development Corporation and International Chemical Investors, SA, dated August 31, 2006 [filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (No. 1-12658), and incorporated herein by reference].
|
|
|
|
10.32
|
|
Credit Agreement, dated as of February 7, 2014, among Albemarle Corporation and Albemarle Global Finance Company SCA, as borrowers, certain of the Company’s subsidiaries that from time to time become parties thereto, 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, Swing Line Lender and L/C Issuer [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 7, 2014, and incorporated herein by reference].
|
|
|
|
10.33
|
|
Credit Agreement, dated as of August 15, 2014, among Albemarle Corporation as borrower, certain of Albemarle Corporation’s subsidiaries that from time to time become parties thereto, as guarantors, the several banks and other financial institutions that may from time to time become parties thereto, and Bank of America, N.A., as Administrative Agent [filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-4 (No. 333-198415) filed on August 28, 2014, and incorporated herein by reference].
|
|
|
|
10.34
|
|
First Amendment to Credit Agreement, dated as of August 15, 2014, among Albemarle Corporation and Albemarle Global Finance Company SCA, as borrowers, the several banks and other financial institutions that may from time to time become parties thereto, and Bank of America, N.A., as Administrative Agent [filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-4 (No. 333-198415) filed on August 28, 2014, and incorporated herein by reference].
|
|
|
|
10.35
|
|
Cash Bridge Credit Agreement, dated as of December 2, 2014, among Albemarle Corporation as Borrower, the Lenders party thereto, and Bank of America, 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 December 8, 2014, and incorporated herein by reference].
|
|
|
|
10.36
|
|
Consent, dated November 24, 2014, of Bank of America, N.A., as Administrative Agent, to Albemarle Corporation, regarding the Credit Agreement, dated as of February 7, 2014 [filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 8, 2014, and incorporated herein by reference].
|
|
|
|
10.37
|
|
Consent, dated November 24, 2014, of Bank of America, N.A., as Administrative Agent, to Albemarle Corporation, regarding the Credit Agreement, dated as of August 15, 2014 [filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 8, 2014, and incorporated herein by reference].
|
|
|
|
10.38
|
|
First Amendment to Credit Agreement (Term Loan), dated as of December 22, 2014, among Albemarle Corporation, as borrower, certain of Albemarle Corporation’s subsidiaries that from time to time become parties thereto, as guarantors, 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 [filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference].
|
Albemarle Corporation and Subsidiaries
|
||
|
|
|
|
10.39
|
|
Second Amendment to Credit Agreement and Increase of Aggregate Commitments, dated as of December 22, 2014, 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 [filed as Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference].
|
|
|
|
10.40
|
|
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 [filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (No. 1-12658), and incorporated herein by reference].
|
|
|
|
10.41
|
|
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].
|
|
|
|
*12.1
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
*21.1
|
|
Subsidiaries of the Company.
|
|
|
|
*23.1
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
*31.1
|
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
*32.1
|
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*99.1
|
|
Five-Year Summary.
|
|
|
|
*101
|
|
Interactive Data Files (Annual Report on Form 10-K, for the fiscal year ended December 31, 2015, furnished in XBRL (eXtensible Business Reporting Language)).
|
|
|
|
|
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Statements of Income for the fiscal years ended December 31, 2015, 2014 and 2013, (ii) the Consolidated Statements of Comprehensive (Loss) Income for the fiscal years ended December 31, 2015, 2014 and 2013, (iii) the Consolidated Balance Sheets at December 31, 2015 and 2014, (iv) the Consolidated Statements of Changes in Equity for the fiscal years ended December 31, 2015, 2014 and 2013, (v) the Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2015, 2014 and 2013 and (vi) the Notes to Consolidated Financial Statements.
|
*
|
Included with this filing.
|
Albemarle Corporation and Subsidiaries
|
||
|
|
|
|
A
LBEMARLE
C
ORPORATION
(Registrant)
|
||
|
|
|
By:
|
|
/
S
/ L
UTHER
C. K
ISSAM
IV
|
|
|
(Luther C. Kissam IV)
|
|
|
President, Chief Executive Officer and Director
|
Signature
|
|
Title
|
|
|
|
/
S
/ L
UTHER
C. K
ISSAM
IV
|
|
President, Chief Executive Officer and Director (principal executive
|
(Luther C. Kissam IV)
|
|
officer and principal financial officer)
|
|
|
|
/
S
/ D
ONALD
J. L
A
B
AUVE
, J
R
.
|
|
Vice President, Corporate Controller and Chief Accounting Officer (principal accounting officer)
|
(Donald J. LaBauve, Jr.)
|
|
|
|
|
|
/
S
/ W
ILLIAM
H. H
ERNANDEZ
|
|
Director
|
(William H. Hernandez)
|
|
|
|
|
|
/
S
/ D
OUGLAS
L. M
AINE
|
|
Director
|
(Douglas L. Maine)
|
|
|
|
|
|
/
S
/ J. K
ENT
M
ASTERS
|
|
Director
|
(J. Kent Masters)
|
|
|
|
|
|
/
S
/ J
IM
W. N
OKES
|
|
Chairman of the Board
|
(Jim W. Nokes)
|
|
|
|
|
|
/
S
/ J
AMES
J. O’B
RIEN
|
|
Director
|
(James J. O’Brien)
|
|
|
|
|
|
/
S
/ B
ARRY
W. P
ERRY
|
|
Director
|
(Barry W. Perry)
|
|
|
|
|
|
/
S
/ J
OHN
S
HERMAN
, J
R
.
|
|
Director
|
(John Sherman, Jr.)
|
|
|
|
|
|
/
S
/ G
ERALD
A
.
S
TEINER
|
|
Director
|
(Gerald A. Steiner)
|
|
|
|
|
|
/
S
/ H
ARRIETT
T
EE
T
AGGART
|
|
Director
|
(Harriett Tee Taggart)
|
|
|
|
|
|
/
S
/ A
LEJANDRO
D. W
OLFF
|
|
Director
|
(Alejandro D. Wolff)
|
|
|
By
|
|
(i)
|
any Person, or “group” as defined in section 13(d)(3) of the Securities Exchange Act of 1934, becomes, directly or indirectly, the Beneficial Owner of 20% or more of the combined voting power of the then outstanding securities of the Corporation that are entitled to vote generally for the election of the Corporation’s directors (the “Voting Securities”) (other than as a result of an issuance of securities by the Corporation approved by Continuing Directors, or open market purchases approved by Continuing Directors at the time the purchases are made). However, if any such Person or “group” becomes the Beneficial Owner of 20% or more, and less than 30%, of the Voting Securities, the Continuing Directors may determine, by a vote of at least two-thirds of the Continuing Directors, that the same does not constitute a Change in Control;
|
(ii)
|
as the direct or indirect result of, or in connection with, a reorganization, merger, share exchange or consolidation (a “Business Combination”), a contested election of directors, or any combination of these transactions, Continuing Directors cease to
|
(iii)
|
the shareholders of the Corporation approve a Business Combination, unless immediately following such Business Combination, (1) all or substantially all of the Persons who were the Beneficial Owners of the Voting Securities outstanding immediately prior to such Business Combination Beneficially Own more than 60% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Corporation resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Corporation through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Voting Securities, (2) no Person (excluding any employee benefit plan or related trust of the Corporation or the Corporation resulting from such Business Combination) Beneficially Owns 30% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Corporation resulting from such Business Combination, and (3) at least a majority of the members of the board of directors of the Corporation resulting from such Business Combination are Continuing Directors.
|
(i)
|
in case your employment is terminated for Total Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period), and
|
(ii)
|
in all other cases, the date specified in the Notice of Termination (which shall not be less than thirty (30) nor more than sixty (60) days, respectively, from the date such Notice of Termination is given).
|
(i)
|
a change in your position with the Corporation which in your reasonable judgment does not represent a promotion from your status or position immediately prior to the Change in Control or the assignment to you of any duties or responsibilities or diminution of duties or responsibilities which in your reasonable judgment are inconsistent with your position with the Corporation in effect immediately prior to the Change in Control, it being understood that any of the foregoing in connection with termination of your employment for Cause or Total Disability shall not constitute Good Reason for Resignation;
|
(ii)
|
a reduction by the Corporation in the annual rate of your base salary as in effect immediately prior to the date of a Change in Control;
|
(iii)
|
the Corporation’s requiring your office nearest to your principal residence to be located at a different place which is more than thirty-five (35) miles from where such office is located immediately prior to a Change in Control;
|
(iv)
|
the failure by the Corporation to continue in effect compensation or benefit plans in which you participate, which in the aggregate provide you compensation and benefits substantially equivalent to those prior to a Change in Control;
|
(v)
|
the failure of the Corporation to obtain a satisfactory agreement from any Successor (as defined in Paragraph 5a hereof) to assume and agree to perform this Agreement, as contemplated in Paragraph 5a hereof;
|
(vi)
|
any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements hereof; for purposes of this Agreement, no such purported termination shall be effective for any purpose except to constitute a Good Reason for Resignation.
|
(i)
|
Accrued Salary
. The Corporation shall pay you, not later than the fifth (5
th
) day following the Date of Termination, your full base salary and vacation pay accrued through the Date of Termination at the rate in effect at the time the Notice of Termination is given (or at the rate in effect immediately prior to a Change in Control, if such amounts were higher).
|
(ii)
|
Accrued Incentive Compensation
. The Corporation shall pay you, not later than five (5) days following your Date of Termination, the amount of your accrued Incentive Compensation which consists of the annual cash bonus. If the Date of Termination is after the end of a Variable Compensation Year, but before such Incentive Compensation for said Variable Compensation Year has been paid, the Corporation shall pay you Incentive Compensation for that Variable Compensation Year based upon the calculated company score and your individual performance modifier. If an individual performance modifier has not been determined as of the Date of Termination, it will be set at one hundred percent (100%).
|
(iii)
|
Insurance Coverage
. The Corporation shall arrange to provide you (and your dependents, if applicable) with the following:
|
(iv)
|
Retirement Benefits
. The Supplemental Pension Benefit Credits made on your behalf under the Albemarle Corporation Executive Deferred Compensation Plan (“EDCP”) as well as all earnings accrued on such amounts, shall be immediately vested and non-forfeitable and shall be paid in accordance with the terms of the EDCP.
|
(v)
|
Outplacement Counseling
. The Corporation shall make available to you, at the Corporation’s expense, outplacement counseling. You may select the organization that will provide the outplacement counseling, however, the Corporation’s obligation to provide you benefits under this subsection (v) shall be limited to $25,000. This counseling must be used, if at all, no later than the end of the second calendar year after the year of your Date of Termination.
|
(vi)
|
Financial Counseling
. Following your Date of Termination, the Corporation shall make available to you, two years (plus the remaining unexpired portion of the year in which your Date of Termination falls) of financial counseling services which may include tax counseling services. You may select the organization that will provide you with the financial and tax counseling services, however, the Corporation’s obligation to provide you benefits under this subsection (vi) shall be limited to $25,000. To be eligible for reimbursement, the financial counseling must begin in the calendar year of your Date of Termination, unless such Date of Termination is less than 60 days before the end of such calendar year, in which case the financial counseling must begin no later than during the following calendar year.
|
(vii)
|
Severance Payment
. The Corporation shall pay as severance pay to you, not later than the fifth (5
th
) day following the Date of Termination, a lump sum severance payment (the “Severance Payment”) equal to the Severance Multiple times the following:
|
(viii)
|
Reduction of Severance Payment
.
|
(ix)
|
No Duty to Mitigate
. You shall not be required to mitigate the amount of any payment provided for in this Paragraph 2 by seeking other employment or otherwise, nor shall the amount of any payment or benefit hereunder be reduced by any compensation earned by you as the result of employment by another employer or by retirement benefits after the Date of Termination.
|
(x)
|
Six Month Delay
. If, as of the Date of Termination, you are considered a Specified Employee (as such term is defined in Section 409A), any payments or benefits due upon, or within the six month period following and due to, a termination of your employment that constitutes a “deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Reg. Section 1.409A-1, shall be paid or provided to you in a lump sum on the earlier of (i) the first day of the month following the six month anniversary of your separation from service (as such term is defined in Section 409A) for any reason other than death, and (ii) the date of your death, and any remaining payments and benefits shall be paid or provided in accordance with the normal payment dates specified for such payment or benefit.
|
(i)
|
solicit from any customer doing business with the Corporation, business of the same or of a similar nature to the business conducted between the Corporation and such customer; or
|
(ii)
|
solicit the employment or services of, or hire, any person who at the time is employed by or a consultant to the Corporation.
|
(iii)
|
solicit the services of any consultant engaged in competitive activities for the Corporation.
|
(i)
|
the greater of your annual base compensation which was payable to you by the Corporation immediately prior to the Date of Termination and your annual base compensation which was payable to you by the Corporation immediately prior to a Change in Control, whether or not such annual base compensation was includible in your gross income for federal income tax purposes; plus
|
(ii)
|
the amount of your actual annual variable compensation payment you received for a year preceding the date on which the Change in Control occurs, (whether or not such award was includible in your gross income for federal income tax purposes).
|
By:
|
|
Name: Luther C. Kissam
|
|
Title: Chief Executive Officer
|
Agreed to this
|
day
|
of
|
, 20XX
|
|
|
(Name)
|
(i)
|
any Person, or “group” as defined in section 13(d)(3) of the Securities Exchange Act of 1934, becomes, directly or indirectly, the Beneficial Owner of 20% or more of the combined voting power of the then outstanding securities of the Corporation that are entitled to vote generally for the election of the Corporation’s directors (the “Voting Securities”) (other than as a result of an issuance of securities by the Corporation approved by Continuing Directors, or open market purchases approved by Continuing Directors at the time the purchases are made). However, if any such Person or “group” becomes the Beneficial Owner of 20% or more, and less than 30%, of the Voting Securities, the Continuing Directors may determine, by a vote of at least two-thirds of the Continuing Directors, that the same does not constitute a Change in Control;
|
(ii)
|
as the direct or indirect result of, or in connection with, a reorganization, merger, share exchange or consolidation (a “Business Combination”), a contested election of
|
(iii)
|
the shareholders of the Corporation approve a Business Combination, unless immediately following such Business Combination, (1) all or substantially all of the Persons who were the Beneficial Owners of the Voting Securities outstanding immediately prior to such Business Combination Beneficially Own more than 60% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Corporation resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Corporation through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Voting Securities, (2) no Person (excluding any employee benefit plan or related trust of the Corporation or the Corporation resulting from such Business Combination) Beneficially Owns 30% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Corporation resulting from such Business Combination, and (3) at least a majority of the members of the board of directors of the Corporation resulting from such Business Combination are Continuing Directors.
|
(i)
|
in case your employment is terminated for Total Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period), and
|
(ii)
|
in all other cases, the date specified in the Notice of Termination (which shall not be less than thirty (30) nor more than sixty (60) days, respectively, from the date such Notice of Termination is given).
|
(i)
|
a change in your position with the Corporation which in your reasonable judgment does not represent a promotion from your status or position immediately prior to the Change in Control or the assignment to you of any duties or responsibilities or diminution of duties or responsibilities which in your reasonable judgment are inconsistent with your position with the Corporation in effect immediately prior to the Change in Control, it being understood that any of the foregoing in connection with termination of your employment for Cause or Total Disability shall not constitute Good Reason for Resignation;
|
(ii)
|
a reduction by the Corporation in the annual rate of your base salary as in effect immediately prior to the date of a Change in Control;
|
(iii)
|
the Corporation’s requiring your office nearest to your principal residence to be located at a different place which is more than thirty-five (35) miles from where such office is located immediately prior to a Change in Control;
|
(iv)
|
the failure by the Corporation to continue in effect compensation or benefit plans in which you participate, which in the aggregate provide you compensation and benefits substantially equivalent to those prior to a Change in Control;
|
(v)
|
the failure of the Corporation to obtain a satisfactory agreement from any Successor (as defined in Paragraph 5a hereof) to assume and agree to perform this Agreement, as contemplated in Paragraph 5a hereof;
|
(vi)
|
any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements hereof; for purposes of this Agreement, no such purported termination shall be effective for any purpose except to constitute a Good Reason for Resignation.
|
(i)
|
Accrued Salary
. The Corporation shall pay you, not later than the fifth (5
th
) day following the Date of Termination, your full base salary and vacation pay accrued through the Date of Termination at the rate in effect at the time the Notice of Termination is given (or at the rate in effect immediately prior to a Change in Control, if such amounts were higher).
|
(ii)
|
Accrued Incentive Compensation
. The Corporation shall pay you, not later than five (5) days following your Date of Termination, the amount of your accrued Incentive Compensation which consists of the annual cash bonus. If the Date of Termination is after the end of a Variable Compensation Year, but before such Incentive Compensation for said Variable Compensation Year has been paid, the Corporation shall pay you Incentive Compensation for that Variable Compensation Year based upon the calculated company score and your individual performance modifier. If an individual performance modifier has not been determined as of the Date of Termination, it will be set at one hundred percent (100%).
|
(iii)
|
Insurance Coverage
. The Corporation shall arrange to provide you (and your dependents, if applicable) with the following:
|
(iv)
|
Retirement Benefits
. The Supplemental Pension Benefit Credits made on your behalf under the Albemarle Corporation Executive Deferred Compensation Plan (“EDCP”) as well as all earnings accrued on such amounts, shall be immediately vested and non-forfeitable and shall be paid in accordance with the terms of the EDCP.
|
(v)
|
Outplacement Counseling
. The Corporation shall make available to you, at the Corporation’s expense, outplacement counseling. You may select the organization that will provide the outplacement counseling, however, the Corporation’s obligation to provide you benefits under this subsection (v) shall be limited to $25,000. This counseling must be used, if at all, no later than the end of the second calendar year after the year of your Date of Termination.
|
(vi)
|
Financial Counseling
. Following your Date of Termination, the Corporation shall make available to you, two years (plus the remaining unexpired portion of the year in which your Date of Termination falls) of financial counseling services which may include tax counseling services. You may select the organization that will provide you with the financial and tax counseling services, however, the Corporation’s obligation to provide you benefits under this subsection (vi) shall be limited to $25,000. To be eligible for reimbursement, the financial counseling must begin in the calendar year of your Date of Termination, unless such Date of Termination is less than 60 days before the end of such calendar year, in which case the financial counseling must begin no later than during the following calendar year.
|
(vii)
|
Severance Payment
. The Corporation shall pay as severance pay to you, not later than the fifth (5
th
) day following the Date of Termination, a lump sum severance payment (the “Severance Payment”) equal to the Severance Multiple times the following:
|
(viii)
|
Reduction of Severance Payment
.
|
(ix)
|
No Duty to Mitigate
. You shall not be required to mitigate the amount of any payment provided for in this Paragraph 2 by seeking other employment or otherwise, nor shall the amount of any payment or benefit hereunder be reduced by any compensation earned by you as the result of employment by another employer or by retirement benefits after the Date of Termination.
|
(x)
|
Six Month Delay
. If, as of the Date of Termination, you are considered a Specified Employee (as such term is defined in Section 409A), any payments or benefits due upon, or within the six month period following and due to, a termination of your employment that constitutes a “deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Reg. Section 1.409A-1, shall be paid or provided to you in a lump sum on the earlier of (i) the first day of the month following the six month anniversary of your separation from service (as such term is defined in Section 409A) for any reason other than death, and (ii) the date of your death, and any remaining payments and benefits shall be paid or provided in accordance with the normal payment dates specified for such payment or benefit.
|
(i)
|
solicit from any customer doing business with the Corporation, business of the same or of a similar nature to the business conducted between the Corporation and such customer; or
|
(ii)
|
solicit the employment or services of, or hire, any person who at the time is employed by or a consultant to the Corporation.
|
(iii)
|
solicit the services of any consultant engaged in competitive activities for the Corporation.
|
(i)
|
the greater of your annual base compensation which was payable to you by the Corporation immediately prior to the Date of Termination and your annual base compensation which was payable to you by the Corporation immediately prior to a Change in Control, whether or not such annual base compensation was includible in your gross income for federal income tax purposes; plus
|
(ii)
|
the amount of your actual annual variable compensation payment you received for a year preceding the date on which the Change in Control occurs, (whether or not such award was includible in your gross income for federal income tax purposes).
|
By:
|
|
Name: Luther C. Kissam
|
|
Title: Chief Executive Officer
|
Agreed to this
|
day
|
of
|
, 20XX
|
|
|
(Name)
|
By
|
|
|
|
Employee
|
By:
|
/s/ Susan M. Kelliher
|
By:
|
/s/ Susan M. Kelliher
|
(a)
|
Awards made under the Company's Annual Incentive Plan and the Global Bonus Plan, and amounts paid under the Sales Incentive Plan. Except as provided in paragraphs (b) and (c) hereof, Bonuses shall not include any other award-type payment allowances including, but not limited to, Signing or Retention Bonuses or Special Recognition Awards, unless otherwise specified by the Company.
|
(b)
|
For purposes of determining Employer allocations under Sections 4.2(a)(i)(A) and 4.2(b)(i)(A) of this Plan, Bonuses shall also include awards made under the following programs:
|
•
|
Chemetall Incentive Compensation Plan;
|
•
|
RSM Metalworking Bonus Plan;
|
•
|
Chemetall Incentive Plan Regional Sales Manager;
|
•
|
Salaried Technical Sales Manager Compensation Plan;
|
•
|
Safety Bonus Program;
|
•
|
Rockwood Lithium Inc. Corporate Bonus Plan;
|
•
|
Rockwood Lithium Inc. Salaried Location Bonus Plan;
|
•
|
Rockwood Lithium Inc. Non-Represented Hourly Location Bonus Plan;
|
•
|
Rockwood Lithium New Johnsonville Facility Bonus Plan; and
|
•
|
Commissions paid under the Commissioned Technical Sales Manager Compensation Plan.
|
•
|
Amended and Restated 2009 Rockwood Holdings, Inc. Short-Term Incentive Plan.
|
(c)
|
For purposes of Sections 4.1(a), 4.2(a)(i)(B), and 4.2(b)(i)(B) of this Plan, Bonuses shall also include awards made under the following programs:
|
•
|
Chemetall Incentive Compensation Plan;
|
•
|
RSM Metalworking Bonus Plan;
|
•
|
Chemetall Incentive Plan Regional Sales Manager; and
|
•
|
Rockwood Lithium Inc. Corporate Bonus Plan."
|
By:
|
/s/ Susan M. Kelliher
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income from continuing operations before adjustment for net income attributable to noncontrolling interests or equity in net income or losses of unconsolidated investments
|
$
|
358,187
|
|
|
$
|
213,179
|
|
|
$
|
538,442
|
|
|
$
|
368,212
|
|
|
$
|
482,531
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (before capitalized interest and loss on extinguishment of debt)
|
138,556
|
|
|
43,774
|
|
|
37,701
|
|
|
38,777
|
|
|
39,992
|
|
|||||
Portion (1/3) of rents representing interest factor
|
14,990
|
|
|
10,641
|
|
|
10,241
|
|
|
11,028
|
|
|
10,298
|
|
|||||
Total fixed charges
|
153,546
|
|
|
54,415
|
|
|
47,942
|
|
|
49,805
|
|
|
50,290
|
|
|||||
Amortization of capitalized interest
|
2,551
|
|
|
2,163
|
|
|
1,987
|
|
|
1,527
|
|
|
1,242
|
|
|||||
Distributed income of unconsolidated investments
|
59,912
|
|
|
40,688
|
|
|
21,632
|
|
|
26,908
|
|
|
23,685
|
|
|||||
Interest capitalized
|
(11,187
|
)
|
|
(2,416
|
)
|
|
(6,142
|
)
|
|
(5,977
|
)
|
|
(2,418
|
)
|
|||||
Net income attributable to noncontrolling interests (net of tax)
|
(25,158
|
)
|
|
(27,590
|
)
|
|
(26,663
|
)
|
|
(18,591
|
)
|
|
(28,083
|
)
|
|||||
Pre-tax income from continuing operations before adjustment for net income attributable to noncontrolling interests or equity in net income or losses of unconsolidated investments plus fixed charges, amortization of capitalized interest, less interest capitalized and net income attributable to noncontrolling interests that have not incurred fixed charges
|
$
|
537,851
|
|
|
$
|
280,439
|
|
|
$
|
577,198
|
|
|
$
|
421,884
|
|
|
$
|
527,247
|
|
Ratio of earnings to fixed charges
|
3.5
|
|
|
5.2
|
|
|
12.0
|
|
|
8.5
|
|
|
10.5
|
|
NAME
|
|
PLACE OF FORMATION
|
Aachener Chemische Werke Gesellschaft für glastechnische Produkte und Verfahren mbH
|
|
Germany
|
ACI Cyprus, L.L.C.
|
|
Delaware
|
Albemarle Australia Pty Ltd.
|
|
Australia
|
Albemarle Avonmouth Works Limited
|
|
United Kingdom
|
Albemarle Brazil Holdings LTDA.
|
|
Brazil
|
Albemarle Cambridge Chemicals Limited
|
|
United Kingdom
|
Albemarle Care Fund
|
|
Virginia
|
Albemarle Catalysts Company B.V.
|
|
Netherlands
|
Albemarle Chemical Canada Ltd.
|
|
Canada
|
Albemarle Chemicals (Shanghai) Company Limited
|
|
China
|
Albemarle Chemicals Korea, Ltd.
|
|
Korea
|
Albemarle Chemicals Ltd.
|
|
Cyprus
|
Albemarle Chemicals Private Limited
|
|
India
|
Albemarle Chemicals S.A.S.
|
|
France
|
Albemarle Chemicals South Africa (PTY) Ltd.
|
|
South Africa
|
Albemarle Corporation
|
|
Virginia
|
Albemarle de Venezuela C.A.
|
|
Venezuela
|
Albemarle Europe Sprl
|
|
Belgium
|
Albemarle Foundation
|
|
Virginia
|
Albemarle Global Finance Company SCA
|
|
Belgium
|
Albemarle Global Holdings Ltd
|
|
Seychelles
|
Albemarle Holdings Company Limited
|
|
Turks & Caicos Islands
|
Albemarle Holdings Limited
|
|
China
|
Albemarle Hungary Private Limited Liability Company
|
|
Hungary
|
Albemarle International Holdings CV
|
|
Netherlands
|
Albemarle Israel Limited
|
|
Israel
|
Albemarle Italy S.R.L.
|
|
Italy
|
Albemarle Japan Corporation
|
|
Japan
|
Albemarle Japan Holdings B.V.
|
|
Netherlands
|
Albemarle Knight Lux 1 Holdings Corporation
|
|
Delaware
|
Albemarle Korea Corporation
|
|
Korea
|
Albemarle Management (Shanghai) Co., Ltd.
|
|
China
|
Albemarle Medway U.K. Limited
|
|
United Kingdom
|
Albemarle Middle East FZE
|
|
United Arab Emirates
|
Albemarle Netherlands B.V.
|
|
Netherlands
|
Albemarle Netherlands Holdings, BV
|
|
Netherlands
|
Albemarle Netherlands Holdings, CV
|
|
Netherlands
|
Albemarle Overseas Employment Corporation
|
|
Virginia
|
Albemarle Quimica LTDA
|
|
Brazil
|
Albemarle Saudi Trading Company
|
|
Saudi Arabia
|
Albemarle Singapore PTE LTD
|
|
Singapore
|
Albemarle Spain S.L.U.
|
|
Spain
|
Albemarle Taiwan Limited
|
|
Taiwan
|
NAME
|
|
PLACE OF FORMATION
|
Albemarle Virginia Corporation
|
|
Virginia
|
AM Craig Ltd.
|
|
United Kingdom
|
Ardrox Ltd.
|
|
United Kingdom
|
BCI Pensions Trustees Ltd.
|
|
United Kingdom
|
Brent Europe Ltd.
|
|
United Kingdom
|
Brent International B.V.
|
|
Netherlands
|
Caledonian Applied Technology Limited
|
|
United Kingdom
|
Chemetall (Australasia) Pty. Ltd.
|
|
Australia
|
Chemetall (Proprietary) Ltd.
|
|
South Africa
|
Chemetall (Thailand) Co. Ltd.
|
|
Thailand
|
Chemetall AB
|
|
Sweden
|
Chemetall Asia Pte. Ltd.
|
|
Singapore
|
Chemetall B.V.
|
|
Netherlands
|
Chemetall Canada, Limited
|
|
Canada
|
Chemetall Corporation
|
|
Delaware
|
Chemetall do Brasil Ltda.
|
|
Brazil
|
Chemetall GmbH
|
|
Germany
|
Chemetall Hong Kong Ltd.
|
|
China
|
Chemetall Hungária Vegyianyagokat Gyártó es Forgalmazó Kft
|
|
Hungary
|
Chemetall India Company Ltd.
|
|
United Kingdom
|
Chemetall India Private Limited
|
|
India
|
Chemetall Italia S.r.l.
|
|
Italy
|
Chemetall Ltd.
|
|
United Kingdom
|
Chemetall Mexicana, S.A. de C.V.
|
|
Mexico
|
Chemetall New Zealand Ltd.
|
|
New Zealand
|
Chemetall Philippines Co. Ltd., Inc.
|
|
Philippines
|
Chemetall Polska Sp.z o.o.
|
|
Poland
|
Chemetall S.A.
|
|
Spain
|
Chemetall S.R.L.
|
|
Italy
|
Chemetall S.R.L.
|
|
Argentina
|
Chemetall Sanayi Kimyasallari Ticaret ve Sanayi A.S.
|
|
Turkey
|
Chemetall S.A.S.
|
|
France
|
Chemetall Surface Technologies China Co., Ltd.
|
|
China
|
Chemetall Surface Treatment Holding Co., Ltd.
|
|
Thailand
|
Chemetall US, Inc.
|
|
Delaware
|
Chemserve Ltd.
|
|
United Kingdom
|
Chillihurst Limited
|
|
United Kingdom
|
CM-Hilfe GmbH Unterstützungskasse
|
|
Germany
|
CSI Kemwood AB
|
|
Sweden
|
DNVJ Vermögensverwaltung GmbH
|
|
Germany
|
Dynamit Nobel GmbH
|
|
Germany
|
Dynamit Nobel Unterstützungsfonds GmbH
|
|
Germany
|
Excalibur Realty Company
|
|
Delaware
|
Excalibur II Realty Company
|
|
Delaware
|
Foote Chile Holding Company
|
|
Delaware
|
NAME
|
|
PLACE OF FORMATION
|
Foote Minera e Inversiones Ltda.
|
|
Chile
|
Jordan Bromine Company Limited
|
|
Jordan
|
KENDELL S.r.l.
|
|
Italy
|
Knight Chimiques de Spécialité S.A.S.
|
|
France
|
Knight Lux 1 S.à r.l.
|
|
Luxembourg
|
Knight Lux 2 S.à r.l.
|
|
Luxembourg
|
Knight Lux 3 S.à r.l.
|
|
Luxembourg
|
Knight Lux 4 S.à r.l.
|
|
Luxembourg
|
Metalon Environmental Management & Solutions GmbH
|
|
Germany
|
Nanjing Chemetall Surface Technologies Co., Ltd.
|
|
China
|
Ningbo Jinhai Albemarle Chemical and Industry Co., Ltd.
|
|
China
|
OOO Chemetall
|
|
Russia
|
Process Ink Holdings Ltd.
|
|
United Kingdom
|
Process Inks And Coatings Ltd.
|
|
United Kingdom
|
Rockwood Holdings, Inc.
|
|
Delaware
|
Rockwood Lithium, Inc.
|
|
Delaware
|
Rockwood Lithium GmbH
|
|
Germany
|
Rockwood Lithium India Pvt. Ltd.
|
|
India
|
Rockwood Lithium Japan K.K.
|
|
Japan
|
Rockwood Lithium Korea LLC
|
|
South Korea
|
Rockwood Lithium Shanghai Co., Ltd.
|
|
China
|
Rockwood Lithium Taiwan Co., Ltd.
|
|
Taiwan
|
Rockwood Lithium (UK) Ltd.
|
|
United Kingdom
|
Rockwood Litio Limitada
|
|
Chile
|
Rockwood Specialties GmbH
|
|
Germany
|
Rockwood Specialties Group GmbH
|
|
Germany
|
Rockwood Specialties Group Finance GmbH
|
|
Germany
|
Rockwood Specialties Group, Inc.
|
|
Delaware
|
Rockwood Specialties LLC
|
|
Delaware
|
Rockwood Specialties Limited
|
|
United Kingdom
|
Rockwood Vermögensverwaltung GmbH
|
|
Germany
|
Rockwood Vermögensverwaltung S.à r.l. & Co. KG
|
|
Germany
|
RT Lithium Limited
|
|
United Kingdom
|
RSG Immobilien GmbH
|
|
Germany
|
Shandong Sinobrom Albemarle Bromine Chemicals Company Limited
|
|
China
|
Shanghai Chemetall Chemicals Co., Ltd.
|
|
China
|
The Brent Manufacturing Company Ltd.
|
|
United Kingdom
|
1.
|
I have reviewed this Annual Report on Form 10-K of Albemarle Corporation for the period ended
December 31, 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:
|
February 29, 2016
|
/s/ L
UTHER
C. K
ISSAM
IV
|
Luther C. Kissam IV
|
President, Chief Executive Officer and Director
|
(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
|
President, Chief Executive Officer and Director
|
February 29, 2016
|
FIVE-YEAR SUMMARY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(In Thousands, Except for Per Share Amounts and Footnote Data)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31
|
|
2015
(a)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
3,651,335
|
|
|
$
|
2,445,548
|
|
|
$
|
2,394,270
|
|
|
$
|
2,519,154
|
|
|
$
|
2,651,667
|
|
Costs and expenses
|
|
3,208,900
|
|
|
2,174,250
|
|
|
1,817,595
|
|
|
2,119,371
|
|
|
2,131,919
|
|
|||||
Operating profit
|
|
442,435
|
|
|
271,298
|
|
|
576,675
|
|
|
399,783
|
|
|
519,748
|
|
|||||
Interest and financing expenses
|
|
(132,722
|
)
|
|
(41,358
|
)
|
|
(31,559
|
)
|
|
(32,800
|
)
|
|
(37,574
|
)
|
|||||
Other income (expenses), net
|
|
48,474
|
|
|
(16,761
|
)
|
|
(6,674
|
)
|
|
1,229
|
|
|
357
|
|
|||||
Income from continuing operations before income taxes and equity in net income of unconsolidated investments
|
|
358,187
|
|
|
213,179
|
|
|
538,442
|
|
|
368,212
|
|
|
482,531
|
|
|||||
Income tax expense
|
|
29,122
|
|
|
18,484
|
|
|
134,445
|
|
|
80,433
|
|
|
104,471
|
|
|||||
Income from continuing operations before equity in net income of unconsolidated investments
|
|
329,065
|
|
|
194,695
|
|
|
403,997
|
|
|
287,779
|
|
|
378,060
|
|
|||||
Equity in net income of unconsolidated investments (net of tax)
|
|
30,999
|
|
|
35,742
|
|
|
31,729
|
|
|
38,067
|
|
|
43,754
|
|
|||||
Net income from continuing operations
|
|
360,064
|
|
|
230,437
|
|
|
435,726
|
|
|
325,846
|
|
|
421,814
|
|
|||||
(Loss) income from discontinued operations (net of tax)
|
|
—
|
|
|
(69,531
|
)
|
|
4,108
|
|
|
4,281
|
|
|
(1,617
|
)
|
|||||
Net income
|
|
360,064
|
|
|
160,906
|
|
|
439,834
|
|
|
330,127
|
|
|
420,197
|
|
|||||
Net income attributable to noncontrolling interests
|
|
(25,158
|
)
|
|
(27,590
|
)
|
|
(26,663
|
)
|
|
(18,591
|
)
|
|
(28,083
|
)
|
|||||
Net income attributable to Albemarle Corporation
|
|
$
|
334,906
|
|
|
$
|
133,316
|
|
|
$
|
413,171
|
|
|
$
|
311,536
|
|
|
$
|
392,114
|
|
Financial Position and Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
9,615,014
|
|
|
$
|
5,223,103
|
|
|
$
|
3,584,797
|
|
|
$
|
3,437,291
|
|
|
$
|
3,203,824
|
|
Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
214,318
|
|
|
$
|
2,208,964
|
|
|
$
|
1,046,552
|
|
|
$
|
1,022,304
|
|
|
$
|
954,442
|
|
Current ratio
|
|
1.13
|
|
|
2.94
|
|
|
3.40
|
|
|
3.66
|
|
|
3.38
|
|
|||||
Depreciation and amortization
|
|
$
|
260,076
|
|
|
$
|
103,572
|
|
|
$
|
107,370
|
|
|
$
|
99,020
|
|
|
$
|
96,753
|
|
Capital expenditures
|
|
$
|
227,649
|
|
|
$
|
110,576
|
|
|
$
|
155,346
|
|
|
$
|
280,873
|
|
|
$
|
190,574
|
|
Investments in joint ventures
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,868
|
|
Acquisitions, net of cash acquired
|
|
$
|
2,100,490
|
|
|
$
|
—
|
|
|
$
|
2,565
|
|
|
$
|
3,360
|
|
|
$
|
13,164
|
|
Research and development expenses
|
|
$
|
102,871
|
|
|
$
|
88,310
|
|
|
$
|
82,246
|
|
|
$
|
78,919
|
|
|
$
|
77,083
|
|
Gross profit as a % of net sales
|
|
32.8
|
|
|
31.5
|
|
|
35.5
|
|
|
35.7
|
|
|
35.9
|
|
|||||
Total long-term debt
|
|
$
|
3,852,019
|
|
|
$
|
2,934,131
|
|
|
$
|
1,078,864
|
|
|
$
|
699,288
|
|
|
$
|
763,673
|
|
Total equity
(b)
|
|
$
|
3,401,313
|
|
|
$
|
1,488,635
|
|
|
$
|
1,742,776
|
|
|
$
|
1,932,008
|
|
|
$
|
1,678,827
|
|
Total long-term debt as a % of total capitalization
|
|
53.1
|
|
|
66.3
|
|
|
38.2
|
|
|
26.6
|
|
|
31.3
|
|
|||||
Net debt as a % of total capitalization
(c)
|
|
51.7
|
|
|
22.6
|
|
|
25.2
|
|
|
9.6
|
|
|
13.9
|
|
|||||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
3.01
|
|
|
$
|
2.57
|
|
|
$
|
4.88
|
|
|
$
|
3.44
|
|
|
$
|
4.35
|
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
(0.88
|
)
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
(0.02
|
)
|
Shares used to compute basic earnings per share
|
|
111,182
|
|
|
78,696
|
|
|
83,839
|
|
|
89,189
|
|
|
90,522
|
|
|||||
Diluted earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
3.00
|
|
|
$
|
2.57
|
|
|
$
|
4.85
|
|
|
$
|
3.42
|
|
|
$
|
4.30
|
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
(0.88
|
)
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
(0.02
|
)
|
Shares used to compute diluted earnings per share
|
|
111,556
|
|
|
79,102
|
|
|
84,322
|
|
|
89,884
|
|
|
91,522
|
|
|||||
Cash dividends declared per share
|
|
$
|
1.16
|
|
|
$
|
1.10
|
|
|
$
|
0.96
|
|
|
$
|
0.80
|
|
|
$
|
0.67
|
|
Total equity per share
(b)
|
|
$
|
30.31
|
|
|
$
|
19.08
|
|
|
$
|
21.77
|
|
|
$
|
21.73
|
|
|
$
|
18.90
|
|
Return on average total equity
|
|
13.7
|
%
|
|
8.3
|
%
|
|
22.5
|
%
|
|
17.3
|
%
|
|
24.9
|
%
|
(a)
|
On January 12, 2015, we completed the acquisition of Rockwood Holdings, Inc. (“Rockwood”). Results for 2015 include the operations of Rockwood commencing on January 13, 2015.
|
(b)
|
Equity reflects the repurchase of common shares amounting to: 2015—0; 2014—2,190,254; 2013—9,198,056; 2012—1,092,767; and 2011—3,000,000. 2015 also includes the impact of 34,113,064 shares of common stock issued in connection with the acquisition of Rockwood.
|
(c)
|
We define net debt as total debt plus the portion of outstanding joint venture indebtedness guaranteed by us (or less the portion of outstanding joint venture indebtedness consolidated but not guaranteed by us), less cash and cash equivalents.
|