Consolidating Guarantor Financial Information | Consolidating Guarantor Financial Information: The 2014 Senior Notes issued by Albemarle Corporation (the “Issuer”) were fully and unconditionally guaranteed, jointly and severally, on an unsecured and unsubordinated basis by Rockwood Holdings, Inc. (“RHI”) and Rockwood Specialties Group, Inc. (“RSGI”) (the “Guarantor Subsidiaries”). The Guarantor Subsidiaries are 100% owned subsidiaries of the Issuer. The guarantees were general senior unsecured obligations of the Guarantor Subsidiaries and ranked equally in right of payment with all existing and future senior unsecured indebtedness and other obligations of the Guarantor Subsidiaries that are not, by their terms, otherwise expressly subordinated. The note guarantees were released when the 4.625% senior notes were repaid on October 15, 2015. The Company applies the equity method of accounting to its subsidiaries. For cash management purposes, the Company transfers cash among the Issuer, Guarantor Subsidiaries and all other non-guarantor subsidiaries (the “Non-Guarantor Subsidiaries”) through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Company’s outstanding debt, common stock dividends and common stock repurchases. The consolidating statements of cash flows for the periods included herein present such intercompany financing activities, contributions and dividends consistent with how such activity would be presented in a stand-alone statement of cash flows. There are no significant restrictions on the ability of the Issuer or the Guarantor Subsidiaries to obtain funds from subsidiaries by dividend or loan. The following consolidating financial information presents the financial condition, results of operations and cash flows of the Issuer, Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries, together with consolidating adjustments necessary to present Albemarle’s results on a consolidated basis, and should be read in conjunction with the notes to the condensed consolidated financial statements. Each entity in the consolidating financial information follows the same accounting policies as described herein and in our Annual Report on Form 10-K for the year ended December 31, 2014. Condensed Consolidating Statement of Income Three Months Ended September 30, 2015 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 357,269 $ — $ 734,109 $ (186,285 ) $ 905,093 Cost of goods sold 252,634 — 526,534 (186,285 ) 592,883 Gross profit 104,635 — 207,575 — 312,210 Selling, general and administrative expenses 40,721 — 96,894 — 137,615 Research and development expenses 12,874 — 12,421 — 25,295 Restructuring and other, net (61 ) — (6,743 ) — (6,804 ) Acquisition and integration related costs 28,479 — 14,319 — 42,798 Intercompany service fee 5,914 — (5,914 ) — — Operating profit 16,708 — 96,598 — 113,306 Interest and financing expenses (21,758 ) (12,546 ) 2,246 — (32,058 ) Intergroup interest and financing expenses (8,697 ) 15,147 (6,450 ) — — Other income (expenses), net (2,320 ) 4,376 (1,590 ) — 466 Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments (16,067 ) 6,977 90,804 — 81,714 Income tax expense (benefit) (9,491 ) 4,020 22,363 — 16,892 Income (loss) from continuing operations before equity in net income of unconsolidated investments (6,576 ) 2,957 68,441 — 64,822 Equity in net income of unconsolidated investments (net of tax) 1,315 — 4,735 — 6,050 Net income (loss) from continuing operations (5,261 ) 2,957 73,176 — 70,872 Income (loss) from discontinued operations (net of tax) — — — — — Equity in undistributed earnings of subsidiaries 70,653 33,465 18,211 (122,329 ) — Net income 65,392 36,422 91,387 (122,329 ) 70,872 Net income attributable to noncontrolling interests — — (5,480 ) — (5,480 ) Net income attributable to Albemarle Corporation $ 65,392 $ 36,422 $ 85,907 $ (122,329 ) $ 65,392 Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2015 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 65,392 $ 36,422 $ 91,387 $ (122,329 ) $ 70,872 Total other comprehensive loss, net of tax (70,007 ) (103,764 ) (118,228 ) 221,595 (70,404 ) Comprehensive income (loss) (4,615 ) (67,342 ) (26,841 ) 99,266 468 Comprehensive income attributable to noncontrolling interests — — (5,083 ) — (5,083 ) Comprehensive loss attributable to Albemarle Corporation $ (4,615 ) $ (67,342 ) $ (31,924 ) $ 99,266 $ (4,615 ) Condensed Consolidating Statement of Income Nine Months Ended September 30, 2015 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 1,109,661 $ — $ 2,153,749 $ (542,428 ) $ 2,720,982 Cost of goods sold 767,626 — 1,622,121 (540,007 ) 1,849,740 Gross profit 342,035 — 531,628 (2,421 ) 871,242 Selling, general and administrative expenses 127,591 46 293,455 — 421,092 Research and development expenses 39,143 — 37,980 — 77,123 Restructuring and other, net (61 ) — (6,743 ) — (6,804 ) Acquisition and integration related costs 86,648 — 39,839 — 126,487 Intercompany service fee 17,557 — (17,557 ) — — Operating profit (loss) 71,157 (46 ) 184,654 (2,421 ) 253,344 Interest and financing expenses (70,279 ) (36,257 ) 5,550 — (100,986 ) Intergroup interest and financing expenses (23,143 ) 40,862 (17,719 ) — — Other income (expenses), net 6,624 (26,844 ) 71,184 — 50,964 Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments (15,641 ) (22,285 ) 243,669 (2,421 ) 203,322 Income tax expense (benefit) (1,148 ) 6,992 43,219 (892 ) 48,171 Income (loss) from continuing operations before equity in net income of unconsolidated investments (14,493 ) (29,277 ) 200,450 (1,529 ) 155,151 Equity in net income of unconsolidated investments (net of tax) 5,072 — 17,164 — 22,236 Net income (loss) from continuing operations (9,421 ) (29,277 ) 217,614 (1,529 ) 177,387 Income (loss) from discontinued operations (net of tax) — — — — — Equity in undistributed earnings of subsidiaries 170,075 117,147 43,935 (331,157 ) — Net income 160,654 87,870 261,549 (332,686 ) 177,387 Net income attributable to noncontrolling interests — — (16,733 ) — (16,733 ) Net income attributable to Albemarle Corporation $ 160,654 $ 87,870 $ 244,816 $ (332,686 ) $ 160,654 Condensed Consolidating Statement of Comprehensive Loss Nine Months Ended September 30, 2015 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 160,654 $ 87,870 $ 261,549 $ (332,686 ) $ 177,387 Total other comprehensive loss, net of tax (324,000 ) (538,439 ) (662,793 ) 1,200,684 (324,548 ) Comprehensive loss (163,346 ) (450,569 ) (401,244 ) 867,998 (147,161 ) Comprehensive income attributable to noncontrolling interests — — (16,185 ) — (16,185 ) Comprehensive loss attributable to Albemarle Corporation $ (163,346 ) $ (450,569 ) $ (417,429 ) $ 867,998 $ (163,346 ) Condensed Consolidating Statement of Income Three Months Ended September 30, 2014 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 403,072 $ — $ 424,423 $ (185,077 ) $ 642,418 Cost of goods sold 275,187 — 342,149 (180,364 ) 436,972 Gross profit 127,885 — 82,274 (4,713 ) 205,446 Selling, general and administrative expenses 42,836 — 23,176 — 66,012 Research and development expenses 13,959 — 8,448 — 22,407 Restructuring and other, net (2,197 ) — 2,490 — 293 Acquisition and integration related costs 10,261 — — — 10,261 Intercompany service fee 11,664 — (11,664 ) — — Operating profit 51,362 — 59,824 (4,713 ) 106,473 Interest and financing expenses (8,791 ) — 42 — (8,749 ) Other income (expenses), net (3,151 ) — (3,467 ) — (6,618 ) Income from continuing operations before income taxes and equity in net income of unconsolidated investments 39,420 — 56,399 (4,713 ) 91,106 Income tax expense 7,636 — 5,823 (1,722 ) 11,737 Income from continuing operations before equity in net income of unconsolidated investments 31,784 — 50,576 (2,991 ) 79,369 Equity in net income of unconsolidated investments (net of tax) 997 — 7,653 — 8,650 Net income from continuing operations 32,781 — 58,229 (2,991 ) 88,019 Loss from discontinued operations (net of tax) 608 — (7,287 ) — (6,679 ) Equity in undistributed earnings of subsidiaries 39,405 — — (39,405 ) — Net income 72,794 — 50,942 (42,396 ) 81,340 Net income attributable to noncontrolling interests — — (8,546 ) — (8,546 ) Net income attributable to Albemarle Corporation $ 72,794 $ — $ 42,396 $ (42,396 ) $ 72,794 Condensed Consolidating Statement of Comprehensive Loss Three Months Ended September 30, 2014 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 72,794 $ — $ 50,942 $ (42,396 ) $ 81,340 Total other comprehensive loss, net of tax (101,295 ) — (100,260 ) 100,135 (101,420 ) Comprehensive loss (28,501 ) — (49,318 ) 57,739 (20,080 ) Comprehensive income attributable to noncontrolling interests — — (8,421 ) — (8,421 ) Comprehensive loss attributable to Albemarle Corporation $ (28,501 ) $ — $ (57,739 ) $ 57,739 $ (28,501 ) Condensed Consolidating Statement of Income Nine Months Ended September 30, 2014 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 1,198,531 $ — $ 1,169,507 $ (521,056 ) $ 1,846,982 Cost of goods sold 804,764 — 953,726 (519,916 ) 1,238,574 Gross profit 393,767 — 215,781 (1,140 ) 608,408 Selling, general and administrative expenses 141,411 — 69,716 — 211,127 Research and development expenses 41,772 — 25,144 — 66,916 Restructuring and other, net 8,049 — 12,576 — 20,625 Acquisition and integration related costs 15,104 — — — 15,104 Intercompany service fee 23,672 — (23,672 ) — — Operating profit 163,759 — 132,017 (1,140 ) 294,636 Interest and financing expenses (26,320 ) — 65 — (26,255 ) Intergroup interest and financing expenses 6,010 — (6,010 ) — — Other income (expenses), net (2,161 ) — (4,293 ) — (6,454 ) Income from continuing operations before income taxes and equity in net income of unconsolidated investments 141,288 — 121,779 (1,140 ) 261,927 Income tax expense 40,156 — 6,960 (416 ) 46,700 Income from continuing operations before equity in net income of unconsolidated investments 101,132 — 114,819 (724 ) 215,227 Equity in net income of unconsolidated investments (net of tax) 4,926 — 23,274 — 28,200 Net income from continuing operations 106,058 — 138,093 (724 ) 243,427 Loss from discontinued operations (net of tax) (20,549 ) — (47,924 ) — (68,473 ) Equity in undistributed earnings of subsidiaries 66,315 — — (66,315 ) — Net income 151,824 — 90,169 (67,039 ) 174,954 Net income attributable to noncontrolling interests — — (23,130 ) — (23,130 ) Net income attributable to Albemarle Corporation $ 151,824 $ — $ 67,039 $ (67,039 ) $ 151,824 Condensed Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2014 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 151,824 $ — $ 90,169 $ (67,039 ) $ 174,954 Total other comprehensive loss, net of tax (117,896 ) — (106,319 ) 105,916 (118,299 ) Comprehensive income (loss) 33,928 — (16,150 ) 38,877 56,655 Comprehensive income attributable to noncontrolling interests — — (22,727 ) — (22,727 ) Comprehensive income (loss) attributable to Albemarle Corporation $ 33,928 $ — $ (38,877 ) $ 38,877 $ 33,928 Condensed Consolidating Balance Sheet September 30, 2015 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Assets Current assets: Cash and cash equivalents $ 4,416 $ 1,103 $ 228,971 $ — $ 234,490 Trade accounts receivable, less allowance for doubtful accounts 92,694 — 525,607 — 618,301 Other accounts receivable 15,031 23,915 37,325 — 76,271 Intergroup receivable 191,295 12,455 352,388 (556,138 ) — Inventories 207,445 — 435,211 (13,263 ) 629,393 Other current assets 51,717 — 121,821 (11,078 ) 162,460 Total current assets 562,598 37,473 1,701,323 (580,479 ) 1,720,915 Property, plant and equipment, at cost 1,765,817 — 2,331,104 — 4,096,921 Less accumulated depreciation and amortization 1,087,130 — 408,939 — 1,496,069 Net property, plant and equipment 678,687 — 1,922,165 — 2,600,852 Investments 74,429 4,891 374,549 — 453,869 Investment in subsidiaries 7,073,096 11,164,495 6,380,635 (24,618,226 ) — Other assets 30,572 3,250 157,527 — 191,349 Goodwill 49,212 — 2,761,874 — 2,811,086 Other intangibles, net of amortization 19,265 — 1,877,728 — 1,896,993 Intergroup receivable — 3,307,998 1,847,122 (5,155,120 ) — Total assets $ 8,487,859 $ 14,518,107 $ 17,022,923 $ (30,353,825 ) $ 9,675,064 Liabilities and Equity Current liabilities: Accounts payable $ 121,835 $ — $ 249,814 $ — $ 371,649 Intergroup payable 365,452 102,086 88,600 (556,138 ) — Accrued expenses 189,637 137,161 240,134 — 566,932 Current portion of long-term debt 272,994 — 11,374 — 284,368 Dividends payable 32,295 — — — 32,295 Income taxes payable — 11,076 68,196 (11,968 ) 67,304 Total current liabilities 982,213 250,323 658,118 (568,106 ) 1,322,548 Long-term debt 2,230,720 1,287,643 40,601 — 3,558,964 Postretirement benefits 55,401 — — — 55,401 Pension benefits 120,593 — 330,463 — 451,056 Intergroup payable 1,810,546 1,019,458 2,325,116 (5,155,120 ) — Other noncurrent liabilities 53,933 57,995 138,809 — 250,737 Deferred income taxes 89,964 3,031 668,849 — 761,844 Commitments and contingencies Equity: Albemarle Corporation shareholders’ equity: Common stock 1,122 — 6,808 (6,808 ) 1,122 Additional paid-in capital 2,056,082 12,350,226 12,159,684 (24,509,910 ) 2,056,082 Accumulated other comprehensive loss (386,413 ) (538,439 ) (713,001 ) 1,251,440 (386,413 ) Retained earnings 1,473,698 87,870 1,277,451 (1,365,321 ) 1,473,698 Total Albemarle Corporation shareholders’ equity 3,144,489 11,899,657 12,730,942 (24,630,599 ) 3,144,489 Noncontrolling interests — — 130,025 — 130,025 Total equity 3,144,489 11,899,657 12,860,967 (24,630,599 ) 3,274,514 Total liabilities and equity $ 8,487,859 $ 14,518,107 $ 17,022,923 $ (30,353,825 ) $ 9,675,064 Condensed Consolidating Balance Sheet December 31, 2014 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Assets Current assets: Cash and cash equivalents $ 1,930,802 $ — $ 558,966 $ — $ 2,489,768 Trade accounts receivable, less allowance for doubtful accounts 91,849 — 293,363 — 385,212 Other accounts receivable 19,033 — 30,390 — 49,423 Intergroup receivable 74,102 — 18,097 (92,199 ) — Inventories 201,006 — 171,543 (14,188 ) 358,361 Other current assets 45,901 — 25,111 (4,926 ) 66,086 Total current assets 2,362,693 — 1,097,470 (111,313 ) 3,348,850 Property, plant and equipment, at cost 1,726,690 — 893,980 — 2,620,670 Less accumulated depreciation and amortization 1,047,372 — 341,430 — 1,388,802 Net property, plant and equipment 679,318 — 552,550 — 1,231,868 Investments 73,500 — 120,542 — 194,042 Investment in subsidiaries 1,551,071 — — (1,551,071 ) — Other assets 35,837 — 125,119 — 160,956 Goodwill 49,212 — 194,050 — 243,262 Other intangibles, net of amortization 20,834 — 23,291 — 44,125 Total assets $ 4,772,465 $ — $ 2,113,022 $ (1,662,384 ) $ 5,223,103 Liabilities and Equity Current liabilities: Accounts payable $ 122,479 $ — $ 109,226 $ — $ 231,705 Intergroup payable 18,097 — 74,102 (92,199 ) — Accrued expenses 84,619 — 81,555 — 166,174 Current portion of long-term debt 692,280 — 18,816 — 711,096 Dividends payable 21,458 — — — 21,458 Income taxes payable 1,396 — 7,944 113 9,453 Total current liabilities 940,329 — 291,643 (92,086 ) 1,139,886 Long-term debt 2,214,755 — 8,280 — 2,223,035 Postretirement benefits 56,424 — — — 56,424 Pension benefits 128,238 — 42,296 — 170,534 Other noncurrent liabilities 51,936 — 35,769 — 87,705 Deferred income taxes 21,318 — 35,566 — 56,884 Commitments and contingencies Equity: Albemarle Corporation shareholders’ equity: Common stock 780 — 6,808 (6,808 ) 780 Additional paid-in capital 10,447 — 553,172 (553,172 ) 10,447 Accumulated other comprehensive loss (62,413 ) — (51,073 ) 51,073 (62,413 ) Retained earnings 1,410,651 — 1,061,391 (1,061,391 ) 1,410,651 Total Albemarle Corporation shareholders’ equity 1,359,465 — 1,570,298 (1,570,298 ) 1,359,465 Noncontrolling interests — — 129,170 — 129,170 Total equity 1,359,465 — 1,699,468 (1,570,298 ) 1,488,635 Total liabilities and equity $ 4,772,465 $ — $ 2,113,022 $ (1,662,384 ) $ 5,223,103 Condensed Consolidating Statement Of Cash Flows Nine Months Ended September 30, 2015 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Cash and cash equivalents at beginning of year $ 1,930,802 $ — $ 558,966 $ — $ 2,489,768 Cash flows from operating activities: Net cash provided by (used in) operating activities 369,333 (48,867 ) 19,839 (23,402 ) 316,903 Cash flows from investing activities: Acquisition of Rockwood, net of cash acquired (3,597,083 ) 159,409 1,386,029 — (2,051,645 ) Other acquisitions, net of cash acquired — — (48,845 ) — (48,845 ) Capital expenditures (51,900 ) — (112,668 ) — (164,568 ) Decrease in restricted cash — — 57,550 — 57,550 Cash proceeds from divestitures, net — — 6,133 — 6,133 Return of capital — — 98,000 — 98,000 Sales of (investments in) marketable securities, net 1,271 — (6 ) — 1,265 Repayments from (long-term advances to) joint ventures 2,156 — — — 2,156 Proceeds from intercompany investing related activity — 1,213,717 82 (1,213,799 ) — Intercompany investing related payments — (1,324,960 ) (1,341,728 ) 2,666,688 — Net cash (used in) provided by investing activities (3,645,556 ) 48,166 44,547 1,452,889 (2,099,954 ) Cash flows from financing activities: Repayments of long-term debt (1,325,104 ) — (7,189 ) — (1,332,293 ) Proceeds from borrowings of long-term debt 1,000,000 — — — 1,000,000 Repayments of other borrowings, net (16,018 ) — (836 ) — (16,854 ) Dividends paid to shareholders (86,770 ) — — — (86,770 ) Dividends paid to noncontrolling interests — — (23,195 ) — (23,195 ) Intercompany dividends paid — — (23,402 ) 23,402 — Proceeds from exercise of stock options 342 — — — 342 Excess tax benefits realized from stock-based compensation arrangements 59 — — — 59 Withholding taxes paid on stock-based compensation award distributions (1,218 ) — — — (1,218 ) Debt financing costs (4,186 ) — — — (4,186 ) Other — — (3,882 ) — (3,882 ) Proceeds from intercompany financing related activity 1,845,770 — 820,918 (2,666,688 ) — Intercompany financing related payments (62,039 ) (82 ) (1,151,678 ) 1,213,799 — Net cash provided by (used in) financing activities 1,350,836 (82 ) (389,264 ) (1,429,487 ) (467,997 ) Net effect of foreign exchange on cash and cash equivalents (999 ) 1,886 (5,117 ) — (4,230 ) (Decrease) increase in cash and cash equivalents (1,926,386 ) 1,103 (329,995 ) — (2,255,278 ) Cash and cash equivalents at end of period $ 4,416 $ 1,103 $ 228,971 $ — $ 234,490 Condensed Consolidating Statement Of Cash Flows Nine Months Ended September 30, 2014 (In Thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Cash and cash equivalents at beginning of year $ 88,476 $ — $ 388,763 $ — $ 477,239 Cash flows from operating activities: Net cash provided by operating activities 203,834 — 232,718 (6,010 ) 430,542 Cash flows from investing activities: Capital expenditures (57,124 ) — (19,558 ) — (76,682 ) Cash proceeds from divestitures, net 97,523 — 7,195 — 104,718 Sales of (investments in) marketable securities, net 962 — (19 ) — 943 Repayments from (long-term advances to) joint ventures — — (7,499 ) — (7,499 ) Net cash provided by (used in) investing activities 41,361 — (19,881 ) — 21,480 Cash flows from financing activities: Repayments of long-term debt (108 ) — (2,915 ) — (3,023 ) Repayments of other borrowings, net (7,124 ) — (16,430 ) — (23,554 ) Dividends paid to shareholders (62,827 ) — — — (62,827 ) Dividends paid to noncontrolling interests — — (7,612 ) — (7,612 ) Intercompany dividends paid — — (6,010 ) 6,010 — Repurchases of common stock (150,000 ) — — — (150,000 ) Proceeds from exercise of stock options 2,713 — — — 2,713 Excess tax benefits realized from stock-based compensation arrangements 836 — — — 836 Withholding taxes paid on stock-based compensation award distributions (3,208 ) — — — (3,208 ) Debt financing costs (3,074 ) — — — (3,074 ) Net cash used in financing activities (222,792 ) — (32,967 ) 6,010 (249,749 ) Net effect of foreign exchange on cash and cash equivalents — — (26,392 ) — (26,392 ) Increase in cash and cash equivalents 22,403 — 153,478 — 175,881 Cash and cash equivalents at end of period $ 110,879 $ — $ 542,241 $ — $ 653,120 The 4.625% senior notes issued in September 2012 by RSGI (the “Issuer”) were fully and unconditionally guaranteed, jointly and severally, on an unsecured and unsubordinated basis by Albemarle Corporation (the “Parent Company Guarantor”) and RHI (the “Guarantor Subsidiary,” and together with the Parent Company Guarantor, the “Guarantors”). The guarantees are general senior unsecured obligations of the Guarantors and ranked equally in right of payment with all existing and future senior unsecured indebtedness and other obligations of the Guarantors that were not, by their terms, otherwise expressly subordinated. The note guarantees were released when the 4.625% senior notes were repaid on October 15, 2015. The Company applies the equity method of accounting to its subsidiaries. For cash management purposes, the Company transfers cash among Parent Company Guarantor, Issuer, Guarantor Subsidiary and all other non-guarantor subsidiaries (the “Non-Guarantor Subsidiaries”) through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Company’s outstanding debt, common stock dividends and common stock repurchases. The consolidating statements of cash flows for the periods included herein present such intercompany financing activities, contributions and dividends consistent with how such activity would be presented in a stand-alone statement of cash flows. There are no significant restrictions on the ability of the Issuer or the Guarantors to obtain funds from subsidiaries by dividend or loan. The following consolidating financial information presents the financial condition, results of operations and cash flows of the Parent Company Guarantor, Issuer, Guarantor Subsidiary, and the Non-Guarantor Subsidiaries, together with consolidating adjustments necessary to present Albemarle’s results on a consolidated basis, and should be read in conjunction with the notes to the condensed consolidated financial statements. Each entity in the consolidating financial information follows the same accounting policies as described herein and in our Annual Report on Form 10-K for the year ended December 31, 2014. Condensed Consolidating Statement of Income Three Months Ended September 30, 2015 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 357,269 $ — $ — $ 734,109 $ (186,285 ) $ 905,093 Cost of goods sold 252,634 — — 526,534 (186,285 ) 592,883 Gross profit 104,635 — — 207,575 — 312,210 Selling, general and administrative expenses 40,721 — — 96,894 — 137,615 Research and development expenses 12,874 — — 12,421 — 25,295 Restructuring and other, net (61 ) — — (6,743 ) — (6,804 ) Acquisition and integration related costs 28,479 — — 14,319 — 42,798 Intercompany service fee 5,914 — — (5,914 ) — — Operating profit 16,708 — — 96,598 — 113,306 Interest and financing expenses (21,758 ) (12,546 ) — 2,246 — (32,058 ) Intergroup interest and financing expenses (8,697 ) 15,147 — (6,450 ) — — Other income (expenses), net (2,320 ) 4,376 — (1,590 ) — 466 Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments (16,067 ) 6,977 — 90,804 — 81,714 Income tax expense (benefit) (9,491 ) 4,020 — 22,363 — 16,892 Income (loss) from continuing operations before equity in net income of unconsolidated investments (6,576 ) 2,957 — 68,441 — 64,822 Equity in net income of unconsolidated investments (net of tax) 1,315 — — 4,735 — 6,050 Net income (loss) from continuing operations (5,261 ) 2,957 — 73,176 — 70,872 Income (loss) from discontinued operations (net of tax) — — — — — — Equity in undistributed earnings of subsidiaries 70,653 15,254 18,211 18,211 (122,329 ) — Net income 65,392 18,211 18,211 91,387 (122,329 ) 70,872 Net income attributable to noncontrolling interests — — — (5,480 ) — (5,480 ) Net income attributable to Albemarle Corporation $ 65,392 $ 18,211 $ 18,211 $ 85,907 $ (122,329 ) $ 65,392 Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2015 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 65,392 $ 18,211 $ 18,211 $ 91,387 $ (122,329 ) $ 70,872 Total other comprehensive loss, net of tax (70,007 ) (51,882 ) (51,882 ) (118,228 ) 221,595 (70,404 ) Comprehensive income (loss) (4,615 ) (33,671 ) (33,671 ) (26,841 ) 99,266 468 Comprehensive income attributable to noncontrolling interests — — — (5,083 ) — (5,083 ) Comprehensive loss attributable to Albemarle Corporation $ (4,615 ) $ (33,671 ) $ (33,671 ) $ (31,924 ) $ 99,266 $ (4,615 ) Condensed Consolidating Statement of Income Nine Months Ended September 30, 2015 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 1,109,661 $ — $ — $ 2,153,749 $ (542,428 ) $ 2,720,982 Cost of goods sold 767,626 — — 1,622,121 (540,007 ) 1,849,740 Gross profit 342,035 — — 531,628 (2,421 ) 871,242 Selling, general and administrative expenses 127,591 46 — 293,455 — 421,092 Research and development expenses 39,143 — — 37,980 — 77,123 Restructuring and other, net (61 ) — — (6,743 ) — (6,804 ) Acquisition and integration related costs 86,648 — — 39,839 — 126,487 Intercompany service fee 17,557 — — (17,557 ) — — Operating profit (loss) 71,157 (46 ) — 184,654 (2,421 ) 253,344 Interest and financing expenses (70,279 ) (36,257 ) — 5,550 — (100,986 ) Intergroup interest and financing expenses (23,143 ) 40,862 — (17,719 ) — — Other income (expenses), net 6,624 (26,844 ) — 71,184 — 50,964 Income (loss) from continuing operations before income taxes and equity in net income of unconsolidated investments (15,641 ) (22,285 ) — 243,669 (2,421 ) 203,322 Income tax expense (benefit) (1,148 ) 6,992 — 43,219 (892 ) 48,171 Income (loss) from continuing operations before equity in net income of unconsolidated investments (14,493 ) (29,277 ) — 200,450 (1,529 ) 155,151 Equity in net income of unconsolidated investments (net of tax) 5,072 — — 17,164 — 22,236 Net income (loss) from continuing operations (9,421 ) (29,277 ) — 217,614 (1,529 ) 177,387 Income (loss) from discontinued operations (net of tax) — — — — — — Equity in undistributed earnings of subsidiaries 170,075 73,212 43,935 43,935 (331,157 ) — Net income 160,654 43,935 43,935 261,549 (332,686 ) 177,387 Net income attributable to noncontrolling interests — — — (16,733 ) — (16,733 ) Net income attributable to Albemarle Corporation $ 160,654 $ 43,935 $ 43,935 $ 244,816 $ (332,686 ) $ 160,654 Condensed Consolidating Statement of Comprehensive Loss Nine Months Ended September 30, 2015 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 160,654 $ 43,935 $ 43,935 $ 261,549 $ (332,686 ) $ 177,387 Total other comprehensive loss, net of tax (324,000 ) (269,219 ) (269,220 ) (662,793 ) 1,200,684 (324,548 ) Comprehensive loss (163,346 ) (225,284 ) (225,285 ) (401,244 ) 867,998 (147,161 ) Comprehensive income attributable to noncontrolling interests — — — (16,185 ) — (16,185 ) Comprehensive loss attributable to Albemarle Corporation $ (163,346 ) $ (225,284 ) $ (225,285 ) $ (417,429 ) $ 867,998 $ (163,346 ) Condensed Consolidating Statement of Income Three Months Ended September 30, 2014 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 403,072 $ — $ — $ 424,423 $ (185,077 ) $ 642,418 Cost of goods sold 275,187 — — 342,149 (180,364 ) 436,972 Gross profit 127,885 — — 82,274 (4,713 ) 205,446 Selling, general and administrative expenses 42,836 — — 23,176 — 66,012 Research and development expenses 13,959 — — 8,448 — 22,407 Restructuring and other, net (2,197 ) — — 2,490 — 293 Acquisition and integration related costs 10,261 — — — — 10,261 Intercompany service fee 11,664 — — (11,664 ) — — Operating profit 51,362 — — 59,824 (4,713 ) 106,473 Interest and financing expenses (8,791 ) — — 42 — (8,749 ) Other income (expenses), net (3,151 ) — — (3,467 ) — (6,618 ) Income from continuing operations before income taxes and equity in net income of unconsolidated investments 39,420 — — 56,399 (4,713 ) 91,106 Income tax expense 7,636 — — 5,823 (1,722 ) 11,737 Income from continuing operations before equity in net income of unconsolidated investments 31,784 — — 50,576 (2,991 ) 79,369 Equity in net income of unconsolidated investments (net of tax) 997 — — 7,653 — 8,650 Net income from continuing operations 32,781 — — 58,229 (2,991 ) 88,019 Loss from discontinued operations (net of tax) 608 — — (7,287 ) — (6,679 ) Equity in undistributed earnings of subsidiaries 39,405 — — — (39,405 ) — Net income 72,794 — — 50,942 (42,396 ) 81,340 Net income attributable to noncontrolling interests — — — (8,546 ) — (8,546 ) Net income attributable to Albemarle Corporation $ 72,794 $ — $ — $ 42,396 $ (42,396 ) $ 72,794 Condensed Consolidating Statement of Comprehensive Loss Three Months Ended September 30, 2014 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net income $ 72,794 $ — $ — $ 50,942 $ (42,396 ) $ 81,340 Total other comprehensive loss, net of tax (101,295 ) — — (100,260 ) 100,135 (101,420 ) Comprehensive loss (28,501 ) — — (49,318 ) 57,739 (20,080 ) Comprehensive income attributable to noncontrolling interests — — — (8,421 ) — (8,421 ) Comprehensive loss attributable to Albemarle Corporation $ (28,501 ) $ — $ — $ (57,739 ) $ 57,739 $ (28,501 ) Condensed Consolidating Statement of Income Nine Months Ended September 30, 2014 (In Thousands) Parent Company Guarantor Issuer Guarantor Subsidiary Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Total Net sales $ 1,198,531 $ — $ — $ 1,169,507 $ (521,056 ) $ 1,846,982 Cost of goods sold 804,764 — — 953,726 (519,916 ) 1,238,574 Gross profit 393,767 — — 215,781 (1,140 ) 608,408 Selling, general and administrative expenses 141,411 — — 69,716 — 211,127 Research and development expenses 41,772 — — 25,144 — 66,916 Restructuring and other, net 8,049 — — 12,576 — 20,625 Acquisition and integration related costs 15,104 — — — — 15,104 Intercompany service fee 23,672 — — (23,672 ) — — Operating profit 163,759 — — 132,017 (1,140 ) 294,636 Interest and financing expenses (26,320 ) — — 65 — (26,255 ) Intergroup interest and financing expenses 6,010 — — (6,010 ) — — Other income (expenses), net (2,161 ) — — (4,293 ) — (6,454 ) Income from continuing operations before income taxes and equity in net income of unconsolidated investments 141,288 — — 121,779 (1,140 ) 261,927 Income tax expense 40,156 — — 6,960 (416 ) 46,700 Income from continuing operations before equity in net income of unconsolidated investments 101,132 — — 114,819 (724 ) 215,227 Equity in net income of unconsolidated investments (net of tax) 4,926 — — 23,274 — 28,200 Net income from continuing operations 106,058 — — 138,093 (724 ) 243,427 Loss from discontinued operations (net of tax) (20,549 ) — — (47,924 ) — (68,473 ) Equity in un |