Consolidating Guarantor Financial Information | Consolidating Guarantor Financial Information: The 2014 Senior Notes issued by Albemarle Corporation (the “Issuer”) are fully and unconditionally guaranteed, jointly and severally, on an unsecured and unsubordinated basis by Rockwood Holdings, Inc. (“RHI”) and Rockwood Specialties Group, Inc. (“RSGI”) (the “Guarantor Subsidiaries”). The Guarantor Subsidiaries are 100% owned subsidiaries of the Issuer. The guarantees are general senior unsecured obligations of the Guarantor Subsidiaries and rank equally in right of payment with all existing and future senior unsecured indebtedness and other obligations of the Guarantor Subsidiaries that are not, by their terms, otherwise expressly subordinated. The note guarantees will be released when the 4.625% senior notes assumed by Albemarle upon the acquisition of Rockwood are repaid or otherwise discharged. The Company applies the equity method of accounting to its subsidiaries. For cash management purposes, the Company transfers cash among the Issuer, Guarantor Subsidiaries and all other non-guarantor subsidiaries (the “Non-Guarantor Subsidiaries”) through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Company’s outstanding debt, common stock dividends and common stock repurchases. The consolidating statements of cash flows for the periods included herein present such intercompany financing activities, contributions and dividends consistent with how such activity would be presented in a stand-alone statement of cash flows. There are no significant restrictions on the ability of the Issuer or the Guarantor Subsidiaries to obtain funds from subsidiaries by dividend or loan. The following consolidating financial information presents the financial condition, results of operations and cash flows of the Issuer, Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries, together with consolidating adjustments necessary to present Albemarle’s results on a consolidated basis, and should be read in conjunction with the notes to the condensed consolidated financial statements. Each entity in the consolidating financial information follows the same accounting policies as described herein and in our Annual Report on Form 10-K for the year ended December 31, 2014. Condensed Consolidating Statement of Income Three Months Ended June 30, 2015 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 374,220 $ — $ 732,025 $ (174,760 ) $ 931,485 Cost of goods sold 256,868 — 548,811 (174,760 ) 630,919 Gross profit 117,352 — 183,214 — 300,566 Selling, general and administrative expenses 46,353 46 101,313 — 147,712 Research and development expenses 12,901 — 12,435 — 25,336 Acquisition and integration related costs 19,289 — 4,877 — 24,166 Intercompany service fee 5,978 — (5,978 ) — — Operating profit (loss) 32,831 (46 ) 70,567 — 103,352 Interest and financing expenses (21,865 ) (12,940 ) 1,623 — (33,182 ) Intergroup interest and financing expenses (8,532 ) 16,654 (8,122 ) — — Other income (expenses), net (19,624 ) 18,832 1,333 — 541 Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments (17,190 ) 22,500 65,401 — 70,711 Income tax expense (benefit) (2,549 ) 9,900 9,788 — 17,139 Income (loss) from continuing operations before equity in net income of unconsolidated investments (14,641 ) 12,600 55,613 — 53,572 Equity in net income of unconsolidated investments (net of tax) 1,738 — 4,056 — 5,794 Net income (loss) from continuing operations (12,903 ) 12,600 59,669 — 59,366 Income (loss) from discontinued operations (net of tax) — — — — — Equity in undistributed earnings of subsidiaries 65,050 21,052 16,826 (102,928 ) — Net income 52,147 33,652 76,495 (102,928 ) 59,366 Net income attributable to noncontrolling interests — — (7,219 ) — (7,219 ) Net income attributable to Albemarle Corporation $ 52,147 $ 33,652 $ 69,276 $ (102,928 ) $ 52,147 Condensed Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2015 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 52,147 $ 33,652 $ 76,495 $ (102,928 ) $ 59,366 Total other comprehensive income, net of tax 45,876 61,825 90,870 (152,746 ) 45,825 Comprehensive income 98,023 95,477 167,365 (255,674 ) 105,191 Comprehensive income attributable to noncontrolling interests — — (7,168 ) — (7,168 ) Comprehensive income attributable to Albemarle Corporation $ 98,023 $ 95,477 $ 160,197 $ (255,674 ) $ 98,023 Condensed Consolidating Statement of Income Six Months Ended June 30, 2015 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 752,392 $ — $ 1,419,640 $ (356,143 ) $ 1,815,889 Cost of goods sold 514,992 — 1,095,587 (353,722 ) 1,256,857 Gross profit 237,400 — 324,053 (2,421 ) 559,032 Selling, general and administrative expenses 86,870 46 196,561 — 283,477 Research and development expenses 26,269 — 25,559 — 51,828 Acquisition and integration related costs 58,169 — 25,520 — 83,689 Intercompany service fee 11,643 — (11,643 ) — — Operating profit (loss) 54,449 (46 ) 88,056 (2,421 ) 140,038 Interest and financing expenses (48,521 ) (23,711 ) 3,304 — (68,928 ) Intergroup interest and financing expenses (14,446 ) 25,715 (11,269 ) — — Other income (expenses), net 8,944 (31,220 ) 72,774 — 50,498 Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments 426 (29,262 ) 152,865 (2,421 ) 121,608 Income tax expense 8,343 2,972 20,856 (892 ) 31,279 Income (loss) from continuing operations before equity in net income of unconsolidated investments (7,917 ) (32,234 ) 132,009 (1,529 ) 90,329 Equity in net income of unconsolidated investments (net of tax) 3,757 — 12,429 — 16,186 Net income (loss) from continuing operations (4,160 ) (32,234 ) 144,438 (1,529 ) 106,515 Income (loss) from discontinued operations (net of tax) — — — — — Equity in undistributed earnings of subsidiaries 99,422 83,682 25,724 (208,828 ) — Net income 95,262 51,448 170,162 (210,357 ) 106,515 Net income attributable to noncontrolling interests — — (11,253 ) — (11,253 ) Net income attributable to Albemarle Corporation $ 95,262 $ 51,448 $ 158,909 $ (210,357 ) $ 95,262 Condensed Consolidating Statement of Comprehensive Loss Six Months Ended June 30, 2015 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 95,262 $ 51,448 $ 170,162 $ (210,357 ) $ 106,515 Total other comprehensive loss, net of tax (253,993 ) (434,674 ) (544,565 ) 979,088 (254,144 ) Comprehensive loss (158,731 ) (383,226 ) (374,403 ) 768,731 (147,629 ) Comprehensive income attributable to noncontrolling interests — — (11,102 ) — (11,102 ) Comprehensive loss attributable to Albemarle Corporation $ (158,731 ) $ (383,226 ) $ (385,505 ) $ 768,731 $ (158,731 ) Condensed Consolidating Statement of Income (Loss) Three Months Ended June 30, 2014 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 419,135 $ — $ 361,253 $ (175,667 ) $ 604,721 Cost of goods sold 267,984 — 308,216 (178,842 ) 397,358 Gross profit 151,151 — 53,037 3,175 207,363 Selling, general and administrative expenses 42,806 — 24,205 — 67,011 Research and development expenses 13,657 — 8,280 — 21,937 Restructuring and other charges, net 7,246 — (3,914 ) — 3,332 Acquisition and integration related costs 4,843 — — — 4,843 Intercompany service fee 6,938 — (6,938 ) — — Operating profit 75,661 — 31,404 3,175 110,240 Interest and financing expenses (8,731 ) — (2 ) — (8,733 ) Intergroup interest and financing expenses 6,010 — (6,010 ) — — Other income (expenses), net 782 — (1,761 ) — (979 ) Income from continuing operations before income taxes and equity in net income of unconsolidated investments 73,722 — 23,631 3,175 100,528 Income tax expense (benefit) 22,149 — (1,536 ) 1,160 21,773 Income from continuing operations before equity in net income of unconsolidated investments 51,573 — 25,167 2,015 78,755 Equity in net income of unconsolidated investments (net of tax) 1,993 — 8,656 — 10,649 Net income from continuing operations 53,566 — 33,823 2,015 89,404 Loss from discontinued operations (net of tax) (20,744 ) — (39,281 ) — (60,025 ) Equity in undistributed earnings of subsidiaries (10,375 ) — — 10,375 — Net income (loss) 22,447 — (5,458 ) 12,390 29,379 Net income attributable to noncontrolling interests — — (6,932 ) — (6,932 ) Net income (loss) attributable to Albemarle Corporation $ 22,447 $ — $ (12,390 ) $ 12,390 $ 22,447 Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended June 30, 2014 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income (loss) $ 22,447 $ — $ (5,458 ) $ 12,390 $ 29,379 Total other comprehensive loss, net of tax (7,283 ) — (797 ) 736 (7,344 ) Comprehensive income (loss) 15,164 — (6,255 ) 13,126 22,035 Comprehensive income attributable to noncontrolling interests — — (6,871 ) — (6,871 ) Comprehensive income (loss) attributable to Albemarle Corporation $ 15,164 $ — $ (13,126 ) $ 13,126 $ 15,164 Condensed Consolidating Statement of Income Six Months Ended June 30, 2014 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 795,459 $ — $ 745,084 $ (335,979 ) $ 1,204,564 Cost of goods sold 529,577 — 611,577 (339,552 ) 801,602 Gross profit 265,882 — 133,507 3,573 402,962 Selling, general and administrative expenses 98,575 — 46,540 — 145,115 Research and development expenses 27,813 — 16,696 — 44,509 Restructuring and other charges, net 10,246 — 10,086 — 20,332 Acquisition and integration related costs 4,843 — — — 4,843 Intercompany service fee 12,008 — (12,008 ) — — Operating profit 112,397 — 72,193 3,573 188,163 Interest and financing expenses (17,529 ) — 23 — (17,506 ) Intergroup interest and financing expenses 6,010 — (6,010 ) — — Other income (expenses), net 990 — (826 ) — 164 Income from continuing operations before income taxes and equity in net income of unconsolidated investments 101,868 — 65,380 3,573 170,821 Income tax expense 32,520 — 1,138 1,305 34,963 Income from continuing operations before equity in net income of unconsolidated investments 69,348 — 64,242 2,268 135,858 Equity in net income of unconsolidated investments (net of tax) 3,929 — 15,621 — 19,550 Net income from continuing operations 73,277 — 79,863 2,268 155,408 Loss from discontinued operations (net of tax) (21,157 ) — (40,637 ) — (61,794 ) Equity in undistributed earnings of subsidiaries 26,910 — — (26,910 ) — Net income 79,030 — 39,226 (24,642 ) 93,614 Net income attributable to noncontrolling interests — — (14,584 ) — (14,584 ) Net income attributable to Albemarle Corporation $ 79,030 $ — $ 24,642 $ (24,642 ) $ 79,030 Condensed Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2014 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 79,030 $ — $ 39,226 $ (24,642 ) $ 93,614 Total other comprehensive loss, net of tax (16,601 ) — (6,059 ) 5,781 (16,879 ) Comprehensive income 62,429 — 33,167 (18,861 ) 76,735 Comprehensive income attributable to noncontrolling interests — — (14,306 ) — (14,306 ) Comprehensive income attributable to Albemarle Corporation $ 62,429 $ — $ 18,861 $ (18,861 ) $ 62,429 Condensed Consolidating Balance Sheet June 30, 2015 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Assets Current assets: Cash and cash equivalents $ 1,983 $ 1,184 $ 204,071 $ — $ 207,238 Trade accounts receivable, less allowance for doubtful accounts 109,672 — 528,667 — 638,339 Other accounts receivable 11,227 23,749 37,265 — 72,241 Intergroup receivable 65,276 7,028 117,287 (189,591 ) — Inventories 200,502 — 414,786 (13,263 ) 602,025 Other current assets 132,768 — 103,100 (101,630 ) 134,238 Total current assets 521,428 31,961 1,405,176 (304,484 ) 1,654,081 Property, plant and equipment, at cost 1,754,607 — 2,319,115 — 4,073,722 Less accumulated depreciation and amortization 1,075,510 — 379,675 — 1,455,185 Net property, plant and equipment 679,097 — 1,939,440 — 2,618,537 Investments 75,826 4,891 524,725 — 605,442 Investment in subsidiaries 7,071,155 11,212,885 6,414,305 (24,698,345 ) — Other assets 27,847 9,026 152,852 (5,776 ) 183,949 Goodwill 49,212 — 2,720,407 — 2,769,619 Other intangibles, net of amortization 19,732 — 1,919,449 — 1,939,181 Intergroup receivable — 3,295,790 1,841,271 (5,137,061 ) — Total assets $ 8,444,297 $ 14,554,553 $ 16,917,625 $ (30,145,666 ) $ 9,770,809 Liabilities and Equity Current liabilities: Accounts payable $ 118,214 $ — $ 224,268 $ — $ 342,482 Intergroup payable 181,822 157 7,612 (189,591 ) — Accrued expenses 153,854 119,034 232,420 — 505,308 Current portion of long-term debt 418,455 — 9,545 — 428,000 Dividends payable 32,288 — — — 32,288 Income taxes payable — 101,628 60,892 (102,520 ) 60,000 Total current liabilities 904,633 220,819 534,737 (292,111 ) 1,368,078 Long-term debt 2,231,467 1,289,543 41,298 — 3,562,308 Postretirement benefits 55,727 — — — 55,727 Pension benefits 123,131 — 332,533 — 455,664 Intergroup payable 1,804,806 1,019,292 2,312,963 (5,137,061 ) — Other noncurrent liabilities 54,448 57,900 134,061 — 246,409 Deferred income taxes 91,008 — 681,482 (5,777 ) 766,713 Commitments and contingencies Equity: Albemarle Corporation shareholders’ equity: Common stock 1,122 — 6,808 (6,808 ) 1,122 Additional paid-in capital 2,053,516 12,350,226 12,139,318 (24,489,544 ) 2,053,516 Accumulated other comprehensive loss (316,406 ) (434,675 ) (595,513 ) 1,030,188 (316,406 ) Retained earnings 1,440,845 51,448 1,193,105 (1,244,553 ) 1,440,845 Total Albemarle Corporation shareholders’ equity 3,179,077 11,966,999 12,743,718 (24,710,717 ) 3,179,077 Noncontrolling interests — — 136,833 — 136,833 Total equity 3,179,077 11,966,999 12,880,551 (24,710,717 ) 3,315,910 Total liabilities and equity $ 8,444,297 $ 14,554,553 $ 16,917,625 $ (30,145,666 ) $ 9,770,809 Condensed Consolidating Balance Sheet December 31, 2014 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Assets Current assets: Cash and cash equivalents $ 1,930,802 $ — $ 558,966 $ — $ 2,489,768 Trade accounts receivable, less allowance for doubtful accounts 91,849 — 293,363 — 385,212 Other accounts receivable 19,033 — 30,390 — 49,423 Intergroup receivable 74,102 — 18,097 (92,199 ) — Inventories 201,006 — 171,543 (14,188 ) 358,361 Other current assets 45,901 — 25,111 (4,926 ) 66,086 Total current assets 2,362,693 — 1,097,470 (111,313 ) 3,348,850 Property, plant and equipment, at cost 1,726,690 — 893,980 — 2,620,670 Less accumulated depreciation and amortization 1,047,372 — 341,430 — 1,388,802 Net property, plant and equipment 679,318 — 552,550 — 1,231,868 Investments 73,500 — 120,542 — 194,042 Investment in subsidiaries 1,551,071 — — (1,551,071 ) — Other assets 35,837 — 125,119 — 160,956 Goodwill 49,212 — 194,050 — 243,262 Other intangibles, net of amortization 20,834 — 23,291 — 44,125 Total assets $ 4,772,465 $ — $ 2,113,022 $ (1,662,384 ) $ 5,223,103 Liabilities and Equity Current liabilities: Accounts payable $ 122,479 $ — $ 109,226 $ — $ 231,705 Intergroup payable 18,097 — 74,102 (92,199 ) — Accrued expenses 84,619 — 81,555 — 166,174 Current portion of long-term debt 692,280 — 18,816 — 711,096 Dividends payable 21,458 — — — 21,458 Income taxes payable 1,396 — 7,944 113 9,453 Total current liabilities 940,329 — 291,643 (92,086 ) 1,139,886 Long-term debt 2,214,755 — 8,280 — 2,223,035 Postretirement benefits 56,424 — — — 56,424 Pension benefits 128,238 — 42,296 — 170,534 Other noncurrent liabilities 51,936 — 35,769 — 87,705 Deferred income taxes 21,318 — 35,566 — 56,884 Commitments and contingencies Equity: Albemarle Corporation shareholders’ equity: Common stock 780 — 6,808 (6,808 ) 780 Additional paid-in capital 10,447 — 553,172 (553,172 ) 10,447 Accumulated other comprehensive loss (62,413 ) — (51,073 ) 51,073 (62,413 ) Retained earnings 1,410,651 — 1,061,391 (1,061,391 ) 1,410,651 Total Albemarle Corporation shareholders’ equity 1,359,465 — 1,570,298 (1,570,298 ) 1,359,465 Noncontrolling interests — — 129,170 — 129,170 Total equity 1,359,465 — 1,699,468 (1,570,298 ) 1,488,635 Total liabilities and equity $ 4,772,465 $ — $ 2,113,022 $ (1,662,384 ) $ 5,223,103 Condensed Consolidating Statement Of Cash Flows Six Months Ended June 30, 2015 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Cash and cash equivalents at beginning of year $ 1,930,802 $ — $ 558,966 $ — $ 2,489,768 Cash flows from operating activities: Net cash provided by (used in) operating activities 163,838 (56,599 ) 49,191 (23,247 ) 133,183 Cash flows from investing activities: Acquisition of Rockwood, net of cash acquired (3,597,083 ) 159,409 1,386,029 — (2,051,645 ) Other acquisitions, net of cash acquired — — (48,845 ) — (48,845 ) Capital expenditures (36,542 ) — (75,181 ) — (111,723 ) Decrease in restricted cash — — 57,550 — 57,550 Sales of (investments in) marketable securities, net 1,435 — (2 ) — 1,433 Proceeds from repayment of advance to joint venture 2,156 — — — 2,156 Proceeds from intercompany investing related activity — 1,044,810 82 (1,044,892 ) — Intercompany investing related payments — (1,148,029 ) (1,198,221 ) 2,346,250 — Net cash (used in) provided by investing activities (3,630,034 ) 56,190 121,412 1,301,358 (2,151,074 ) Cash flows from financing activities: Repayments of long-term debt (1,325,101 ) — (6,547 ) — (1,331,648 ) Proceeds from borrowings of long-term debt 1,000,000 — — — 1,000,000 Other borrowings (repayments), net 135,965 — (2,266 ) — 133,699 Dividends paid to shareholders (54,238 ) — — — (54,238 ) Dividends paid to noncontrolling interests — — (8,282 ) — (8,282 ) Intercompany dividends paid — — (23,247 ) 23,247 — Proceeds from exercise of stock options 342 — — — 342 Excess tax benefits realized from stock-based compensation arrangements 59 — — — 59 Withholding taxes paid on stock-based compensation award distributions (1,218 ) — — — (1,218 ) Debt financing costs (1,164 ) — — — (1,164 ) Other — — (3,882 ) — (3,882 ) Proceeds from intercompany financing related activity 1,845,770 — 500,480 (2,346,250 ) — Intercompany financing related payments (62,039 ) (82 ) (982,771 ) 1,044,892 — Net cash provided by (used in) financing activities 1,538,376 (82 ) (526,515 ) (1,278,111 ) (266,332 ) Net effect of foreign exchange on cash and cash equivalents (999 ) 1,675 1,017 — 1,693 (Decrease) increase in cash and cash equivalents (1,928,819 ) 1,184 (354,895 ) — (2,282,530 ) Cash and cash equivalents at end of period $ 1,983 $ 1,184 $ 204,071 $ — $ 207,238 Condensed Consolidating Statement Of Cash Flows Six Months Ended June 30, 2014 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Cash and cash equivalents at beginning of year $ 88,476 $ — $ 388,763 $ — $ 477,239 Cash flows from operating activities: Net cash provided by operating activities 148,261 — 152,896 (6,010 ) 295,147 Cash flows from investing activities: Capital expenditures (31,749 ) — (14,921 ) — (46,670 ) Sales of (investments in) marketable securities, net 660 — (18 ) — 642 Net cash used in investing activities (31,089 ) — (14,939 ) — (46,028 ) Cash flows from financing activities: Repayments of long-term debt (101 ) — (2,915 ) — (3,016 ) Other borrowings (repayments), net — — (13,083 ) — (13,083 ) Dividends paid to shareholders (41,316 ) — — — (41,316 ) Intercompany dividends paid — — (6,010 ) 6,010 — Repurchases of common stock (150,000 ) — — — (150,000 ) Proceeds from exercise of stock options 2,355 — — — 2,355 Excess tax benefits realized from stock-based compensation arrangements 767 — — — 767 Withholding taxes paid on stock-based compensation award distributions (3,150 ) — — — (3,150 ) Debt financing costs (1,372 ) — — — (1,372 ) Net cash used in financing activities (192,817 ) — (22,008 ) 6,010 (208,815 ) Net effect of foreign exchange on cash and cash equivalents — — (2,424 ) — (2,424 ) (Decrease) increase in cash and cash equivalents (75,645 ) — 113,525 — 37,880 Cash and cash equivalents at end of period $ 12,831 $ — $ 502,288 $ — $ 515,119 The 4.625% senior notes issued in September 2012 by RSGI (the “Issuer”) are fully and unconditionally guaranteed, jointly and severally, on an unsecured and unsubordinated basis by Albemarle Corporation (the “Parent Company Guarantor”) and RHI (the “Guarantor Subsidiary,” and together with the Parent Company Guarantor, the “Guarantors”). The guarantees are general senior unsecured obligations of the Guarantors and rank equally in right of payment with all existing and future senior unsecured indebtedness and other obligations of the Guarantors that are not, by their terms, otherwise expressly subordinated. The note guarantees will be released when the 4.625% senior notes are repaid or otherwise discharged. The Company applies the equity method of accounting to its subsidiaries. For cash management purposes, the Company transfers cash among Parent Company Guarantor, Issuer, Guarantor Subsidiary and all other non-guarantor subsidiaries (the “Non-Guarantor Subsidiaries”) through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Company’s outstanding debt, common stock dividends and common stock repurchases. The consolidating statements of cash flows for the periods included herein present such intercompany financing activities, contributions and dividends consistent with how such activity would be presented in a stand-alone statement of cash flows. There are no significant restrictions on the ability of the Issuer or the Guarantors to obtain funds from subsidiaries by dividend or loan. The following consolidating financial information presents the financial condition, results of operations and cash flows of the Parent Company Guarantor, Issuer, Guarantor Subsidiary, and the Non-Guarantor Subsidiaries, together with consolidating adjustments necessary to present Albemarle’s results on a consolidated basis, and should be read in conjunction with the notes to the condensed consolidated financial statements. Each entity in the consolidating financial information follows the same accounting policies as described herein and in our Annual Report on Form 10-K for the year ended December 31, 2014. Condensed Consolidating Statement of Income Three Months Ended June 30, 2015 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 374,220 $ — $ — $ 732,025 $ (174,760 ) $ 931,485 Cost of goods sold 256,868 — — 548,811 (174,760 ) 630,919 Gross profit 117,352 — — 183,214 — 300,566 Selling, general and administrative expenses 46,353 46 — 101,313 — 147,712 Research and development expenses 12,901 — — 12,435 — 25,336 Acquisition and integration related costs 19,289 — — 4,877 — 24,166 Intercompany service fee 5,978 — — (5,978 ) — — Operating profit (loss) 32,831 (46 ) — 70,567 — 103,352 Interest and financing expenses (21,865 ) (12,940 ) — 1,623 — (33,182 ) Intergroup interest and financing expenses (8,532 ) 16,654 — (8,122 ) — — Other income (expenses), net (19,624 ) 18,832 — 1,333 — 541 Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments (17,190 ) 22,500 — 65,401 — 70,711 Income tax expense (benefit) (2,549 ) 9,900 — 9,788 — 17,139 Income (loss) from continuing operations before equity in net income of unconsolidated investments (14,641 ) 12,600 — 55,613 — 53,572 Equity in net income of unconsolidated investments (net of tax) 1,738 — — 4,056 — 5,794 Net income (loss) from continuing operations (12,903 ) 12,600 — 59,669 — 59,366 Income (loss) from discontinued operations (net of tax) — — — — — — Equity in undistributed earnings of subsidiaries 65,050 4,226 16,826 16,826 (102,928 ) — Net income 52,147 16,826 16,826 76,495 (102,928 ) 59,366 Net income attributable to noncontrolling interests — — — (7,219 ) — (7,219 ) Net income attributable to Albemarle Corporation $ 52,147 $ 16,826 $ 16,826 $ 69,276 $ (102,928 ) $ 52,147 Condensed Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2015 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 52,147 $ 16,826 $ 16,826 $ 76,495 $ (102,928 ) $ 59,366 Total other comprehensive income, net of tax 45,876 30,912 30,912 90,871 (152,746 ) 45,825 Comprehensive income 98,023 47,738 47,738 167,366 (255,674 ) 105,191 Comprehensive income attributable to noncontrolling interests — — — (7,168 ) — (7,168 ) Comprehensive income attributable to Albemarle Corporation $ 98,023 $ 47,738 $ 47,738 $ 160,198 $ (255,674 ) $ 98,023 Condensed Consolidating Statement of Income Six Months Ended June 30, 2015 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 752,392 $ — $ — $ 1,419,640 $ (356,143 ) $ 1,815,889 Cost of goods sold 514,992 — — 1,095,587 (353,722 ) 1,256,857 Gross profit 237,400 — — 324,053 (2,421 ) 559,032 Selling, general and administrative expenses 86,870 46 — 196,561 — 283,477 Research and development expenses 26,269 — — 25,559 — 51,828 Acquisition and integration related costs 58,169 — — 25,520 — 83,689 Intercompany service fee 11,643 — — (11,643 ) — — Operating profit (loss) 54,449 (46 ) — 88,056 (2,421 ) 140,038 Interest and financing expenses (48,521 ) (23,711 ) — 3,304 — (68,928 ) Intergroup interest and financing expenses (14,446 ) 25,715 — (11,269 ) — — Other income (expenses), net 8,944 (31,220 ) — 72,774 — 50,498 Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments 426 (29,262 ) — 152,865 (2,421 ) 121,608 Income tax expense 8,343 2,972 — 20,856 (892 ) 31,279 Income (loss) from continuing operations before equity in net income of unconsolidated investments (7,917 ) (32,234 ) — 132,009 (1,529 ) 90,329 Equity in net income of unconsolidated investments (net of tax) 3,757 — — 12,429 — 16,186 Net income (loss) from continuing operations (4,160 ) (32,234 ) — 144,438 (1,529 ) 106,515 Income (loss) from discontinued operations (net of tax) — — — — — — Equity in undistributed earnings of subsidiaries 99,422 57,958 25,724 25,724 (208,828 ) — Net income 95,262 25,724 25,724 170,162 (210,357 ) 106,515 Net income attributable to noncontrolling interests — — — (11,253 ) — (11,253 ) Net income attributable to Albemarle Corporation $ 95,262 $ 25,724 $ 25,724 $ 158,909 $ (210,357 ) $ 95,262 Condensed Consolidating Statement of Comprehensive Loss Six Months Ended June 30, 2015 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 95,262 $ 25,724 $ 25,724 $ 170,162 $ (210,357 ) $ 106,515 Total other comprehensive loss, net of tax (253,993 ) (217,337 ) (217,338 ) (544,565 ) 979,089 (254,144 ) Comprehensive loss (158,731 ) (191,613 ) (191,614 ) (374,403 ) 768,732 (147,629 ) Comprehensive income attributable to noncontrolling interests — — — (11,102 ) — (11,102 ) Comprehensive loss attributable to Albemarle Corporation $ (158,731 ) $ (191,613 ) $ (191,614 ) $ (385,505 ) $ 768,732 $ (158,731 ) Condensed Consolidating Statement of Income (Loss) Three Months Ended June 30, 2014 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 419,135 $ — $ — $ 361,253 $ (175,667 ) $ 604,721 Cost of goods sold 267,984 — — 308,216 (178,842 ) 397,358 Gross profit 151,151 — — 53,037 3,175 207,363 Selling, general and administrative expenses 42,806 — — 24,205 — 67,011 Research and development expenses 13,657 — — 8,280 — 21,937 Restructuring and other charges, net 7,246 — — (3,914 ) — 3,332 Acquisition and integration related costs 4,843 — — — — 4,843 Intercompany service fee 6,938 — — (6,938 ) — — Operating profit 75,661 — — 31,404 3,175 110,240 Interest and financing expenses (8,731 ) — — (2 ) — (8,733 ) Intergroup interest and financing expenses 6,010 — — (6,010 ) — — Other income (expenses), net 782 — — (1,761 ) — (979 ) Income from continuing operations before income taxes and equity in net income of unconsolidated investments 73,722 — — 23,631 3,175 100,528 Income tax expense (benefit) 22,149 — — (1,536 ) 1,160 21,773 Income from continuing operations before equity in net income of unconsolidated investments 51,573 — — 25,167 2,015 78,755 Equity in net income of unconsolidated investments (net of tax) 1,993 — — 8,656 — 10,649 Net income from continuing operations 53,566 — — 33,823 2,015 89,404 Loss from discontinued operations (net of tax) (20,744 ) — — (39,281 ) — (60,025 ) Equity in undistributed earnings of subsidiaries (10,375 ) — — — 10,375 — Net income (loss) 22,447 — — (5,458 ) 12,390 29,379 Net income attributable to noncontrolling interests — — — (6,932 ) — (6,932 ) Net income (loss) attributable to Albemarle Corporation $ 22,447 $ — $ — $ (12,390 ) $ 12,390 $ 22,447 Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended June 30, 2014 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income (loss) $ 22,447 $ — $ — $ (5,458 ) $ 12,390 $ 29,379 Total other comprehensive loss, net of tax (7,283 ) — — (797 ) 736 (7,344 ) Comprehensive income (loss) 15,164 — — (6,255 ) 13,126 22,035 Comprehensive income attributable to noncontrolling interests — — — (6,871 ) — (6,871 ) Comprehensive income (loss) attributable to Albemarle Corporation $ 15,164 $ — $ — $ (13,126 ) $ 13,126 $ 15,164 Condensed Consolidating Statement of Income Six Months Ended June 30, 2014 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 795,459 $ — $ — $ 745,084 $ (335,979 ) $ 1,204,564 Cost of goods sold 529,577 — — 611,577 (339,552 ) 801,602 Gross profit 265,882 — — 133,507 3,573 402,962 Selling, general and administrative expenses 98,575 — — 46,540 — 145,115 Research and development expenses 27,813 — — 16,696 — 44,509 Restructuring and other charges, net 10,246 — — 10,086 — 20,332 Acquisition and integration related costs 4,843 — — — — 4,843 Intercompany service fee 12,008 — — (12,008 ) — — Operating profit 112,397 — — 72,193 3,573 188,163 Interest and financing expenses (17,529 ) — — 23 — (17,506 ) Intergroup interest and financing expenses 6,010 — — (6,010 ) — — Other income (expenses), net 990 — — (826 ) — 164 Income from continuing operations before income taxes and equity in net income of unconsolidated investments 101,868 — — 65,380 3,573 170,821 Income tax expense 32,520 — — 1,138 1,305 34,963 Income from continuing operations before equity in net income of unconsolidated investments 69,348 — — 64,242 2,268 135,858 Equity in net income of unconsolidated investments (net of tax) 3,929 — — 15,621 — 19,550 Net income from continuing operations 73,277 — — 79,863 2,268 155,408 Loss from discontinued operations (net of tax) (21,157 ) — — (40,637 ) — (61,794 ) Equity in undistributed earnings of subsidiaries 26,910 — — — (26,910 ) — Net income 79,030 — — 39,226 (24,642 ) 93,614 Net income attributable to noncontrolling interests — — — (14,584 ) — (14,584 ) Net income attributable to Albemarle Corporation $ 79,030 $ — $ — $ 24,642 $ (24,642 ) $ 79,030 Condensed Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2014 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 79,030 $ — $ — $ 39,226 $ (24,642 ) $ 93,614 Total |