Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document And Entity Information [Abstract] [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ALB | |
Entity Registrant Name | ALBEMARLE CORP | |
Entity Central Index Key | 915,913 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 112,475,939 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 654,010 | $ 693,216 | $ 1,980,548 | $ 2,103,819 |
Cost of goods sold | 415,038 | 474,171 | 1,250,938 | 1,481,359 |
Gross profit | 238,972 | 219,045 | 729,610 | 622,460 |
Selling, general and administrative expenses | 86,302 | 81,012 | 254,988 | 252,672 |
Research and development expenses | 21,012 | 21,903 | 61,384 | 67,324 |
Restructuring and other, net | 0 | (6,804) | 0 | (6,804) |
Gain on sales of businesses, net | 0 | 0 | (122,298) | 0 |
Acquisition and integration related costs | 6,749 | 36,514 | 44,337 | 117,171 |
Operating profit | 124,909 | 86,420 | 491,199 | 192,097 |
Interest and financing expenses | (15,946) | (19,294) | (46,860) | (62,193) |
Other income, net | 2,990 | 124 | 740 | 50,234 |
Income from continuing operations before income taxes and equity in net income of unconsolidated investments | 111,953 | 67,250 | 445,079 | 180,138 |
Income tax expense | 12,394 | 13,144 | 61,535 | 41,780 |
Income from continuing operations before equity in net income of unconsolidated investments | 99,559 | 54,106 | 383,544 | 138,358 |
Equity in net income of unconsolidated investments (net of tax) | 14,953 | 5,736 | 44,790 | 19,955 |
Net income from continuing operations | 114,512 | 59,842 | 428,334 | 158,313 |
Income (loss) from discontinued operations (net of tax) | 23,185 | 11,030 | (357,843) | 19,074 |
Net income | 137,697 | 70,872 | 70,491 | 177,387 |
Net income attributable to noncontrolling interests | (9,477) | (5,480) | (28,906) | (16,733) |
Net income attributable to Albemarle Corporation | $ 128,220 | $ 65,392 | $ 41,585 | $ 160,654 |
Basic earnings per share from continuing operations (in dollars per share) | $ 0.93 | $ 0.48 | $ 3.56 | $ 1.28 |
Basic earnings (loss) per share from discontinued operations (in dollars per share) | 0.21 | 0.10 | (3.19) | 0.17 |
Basic earnings per share (in dollars per share) | 1.14 | 0.58 | 0.37 | 1.45 |
Diluted earnings per share from continuing operations (in dollars per share) | 0.93 | 0.48 | 3.53 | 1.27 |
Diluted earnings (loss) per share from discontinued operations (in dollars per share) | 0.20 | 0.10 | (3.16) | 0.17 |
Diluted earnings per share (in dollars per share) | $ 1.13 | $ 0.58 | $ 0.37 | $ 1.44 |
Weighted-average common shares outstanding - basic (in shares) | 112,429 | 112,202 | 112,343 | 110,840 |
Weighted-average common shares outstanding - diluted (in shares) | 113,448 | 112,544 | 113,131 | 111,205 |
Cash dividends declared per share of common stock (in dollars per share) | $ 0.305 | $ 0.29 | $ 0.915 | $ 0.87 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 137,697 | $ 70,872 | $ 70,491 | $ 177,387 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation | 47,712 | (67,526) | 95,425 | (365,843) |
Pension and postretirement benefits | 206 | 2 | 626 | 6 |
Net investment hedge | (7,395) | (3,407) | (10,312) | 39,709 |
Interest rate swap | 525 | 527 | 1,576 | 1,580 |
Total other comprehensive income (loss), net of tax | 41,048 | (70,404) | 87,315 | (324,548) |
Comprehensive income (loss) | 178,745 | 468 | 157,806 | (147,161) |
Comprehensive income attributable to noncontrolling interests | (9,500) | (5,083) | (29,364) | (16,185) |
Comprehensive income (loss) attributable to Albemarle Corporation | $ 169,245 | $ (4,615) | $ 128,442 | $ (163,346) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | ||
Current assets: | ||||
Cash and cash equivalents | $ 233,599 | $ 213,734 | ||
Trade accounts receivable, less allowance for doubtful accounts (2016 – $14,078; 2015 – $3,390) | 441,266 | 397,912 | ||
Other accounts receivable | 50,250 | 74,989 | ||
Inventories | [1] | 504,984 | 439,513 | |
Other current assets | 72,027 | 62,922 | ||
Assets held for sale | 255,577 | 641,932 | ||
Total current assets | 1,557,703 | 1,831,002 | ||
Property, plant and equipment, at cost | 3,890,254 | 3,700,472 | ||
Less accumulated depreciation and amortization | 1,545,287 | 1,379,377 | ||
Net property, plant and equipment | 2,344,967 | 2,321,095 | ||
Investments | 468,765 | 435,584 | ||
Noncurrent assets held for sale | 2,975,016 | 2,971,455 | ||
Other assets | 185,943 | 194,398 | ||
Goodwill | [2] | 1,484,182 | 1,460,552 | [3] |
Other intangibles, net of amortization | [4] | 380,368 | 383,868 | |
Total assets | 9,396,944 | 9,597,954 | ||
Current liabilities: | ||||
Accounts payable | 241,511 | 239,572 | ||
Accrued expenses | 240,652 | 313,259 | ||
Current portion of long-term debt | 400,892 | 674,994 | ||
Dividends payable | 34,077 | 32,306 | ||
Liabilities held for sale | 135,735 | 329,598 | ||
Income taxes payable | 23,967 | 26,956 | ||
Total current liabilities | 1,076,834 | 1,616,685 | ||
Long-term debt | 3,048,440 | 3,142,163 | ||
Postretirement benefits | 49,157 | 49,647 | ||
Pension benefits | 292,853 | 299,983 | ||
Noncurrent liabilities held for sale | 466,687 | 464,207 | ||
Other noncurrent liabilities | 228,270 | 239,104 | ||
Deferred income taxes | 783,270 | 384,852 | ||
Commitments and contingencies (Note 11) | ||||
Albemarle Corporation shareholders’ equity: | ||||
Common stock, $.01 par value, issued and outstanding – 112,466 in 2016 and 112,219 in 2015 | 1,124 | 1,122 | ||
Additional paid-in capital | 2,078,169 | 2,059,151 | ||
Accumulated other comprehensive loss | (334,431) | (421,288) | ||
Retained earnings | 1,554,160 | 1,615,407 | ||
Total Albemarle Corporation shareholders’ equity | 3,299,022 | 3,254,392 | ||
Noncontrolling interests | 152,411 | 146,921 | ||
Total equity | 3,451,433 | 3,401,313 | ||
Total liabilities and equity | $ 9,396,944 | $ 9,597,954 | ||
[1] | As of September 30, 2016 and December 31, 2015, $74.5 million and $162.8 million, respectively, of inventories were classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. | |||
[2] | As of September 30, 2016 and December 31, 2015, $1.5 billion of Goodwill was classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. | |||
[3] | The December 31, 2015 balances have been recast to reflect a change in segments. See Note 12, “Segment Information,” for further details. | |||
[4] | As of September 30, 2016 and December 31, 2015, $1.3 billion and $1.4 billion, respectively, of Other intangibles, net of amortization were classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3 “Divestitures,” for additional information. |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 14,078 | $ 3,390 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, issued | 112,466 | 112,219 |
Common stock, outstanding | 112,466 | 112,219 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Retained Earnings | Total Albemarle Shareholders' Equity | Non-controlling Interests |
Beginning Balance (in shares) at Dec. 31, 2014 | 78,030,524 | ||||||
Beginning Balance at Dec. 31, 2014 | $ 1,488,635 | $ 780 | $ 10,447 | $ (62,413) | $ 1,410,651 | $ 1,359,465 | $ 129,170 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 177,387 | 160,654 | 160,654 | 16,733 | |||
Other comprehensive income (loss) | (324,548) | (324,000) | (324,000) | (548) | |||
Cash dividends declared | (120,802) | (97,607) | (97,607) | (23,195) | |||
Stock-based compensation and other | 10,473 | 10,473 | 10,473 | ||||
Exercise of stock options (in shares) | 10,500 | ||||||
Exercise of stock options | 342 | $ 0 | 342 | 342 | |||
Tax deficiency related to stock plans | (170) | (170) | (170) | ||||
Issuance of common stock, net (in shares) | 69,166 | ||||||
Issuance of common stock, net | 0 | $ 1 | (1) | 0 | |||
Acquisition of Rockwood (in shares) | 34,113,064 | ||||||
Acquisition of Rockwood | 2,039,572 | $ 341 | 2,036,209 | 2,036,550 | 3,022 | ||
Noncontrolling interest assumed in acquisition of Shanghai Chemetall | 4,843 | 0 | 4,843 | ||||
Shares withheld for withholding taxes associated with common stock issuances (in shares) | (21,276) | ||||||
Shares withheld for withholding taxes associated with common stock issuances | (1,218) | $ 0 | (1,218) | (1,218) | |||
Ending Balance (in shares) at Sep. 30, 2015 | 112,201,978 | ||||||
Ending Balance at Sep. 30, 2015 | 3,274,514 | $ 1,122 | 2,056,082 | (386,413) | 1,473,698 | 3,144,489 | 130,025 |
Beginning Balance at Jun. 30, 2015 | (316,406) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 70,872 | ||||||
Other comprehensive income (loss) | (70,404) | ||||||
Ending Balance (in shares) at Sep. 30, 2015 | 112,201,978 | ||||||
Ending Balance at Sep. 30, 2015 | 3,274,514 | $ 1,122 | 2,056,082 | (386,413) | 1,473,698 | 3,144,489 | 130,025 |
Beginning Balance (in shares) at Dec. 31, 2015 | 112,219,351 | ||||||
Beginning Balance at Dec. 31, 2015 | 3,401,313 | $ 1,122 | 2,059,151 | (421,288) | 1,615,407 | 3,254,392 | 146,921 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 70,491 | 41,585 | 41,585 | 28,906 | |||
Other comprehensive income (loss) | 87,315 | 86,857 | 86,857 | 458 | |||
Cash dividends declared | (126,706) | (102,832) | (102,832) | (23,874) | |||
Stock-based compensation and other | 12,882 | 12,882 | 12,882 | ||||
Exercise of stock options (in shares) | 162,438 | ||||||
Exercise of stock options | 6,779 | $ 1 | 6,778 | 6,779 | |||
Tax benefit related to stock plans | 1,369 | 1,369 | 1,369 | ||||
Issuance of common stock, net (in shares) | 120,160 | ||||||
Issuance of common stock, net | 0 | $ 1 | (1) | 0 | |||
Shares withheld for withholding taxes associated with common stock issuances (in shares) | (35,701) | ||||||
Shares withheld for withholding taxes associated with common stock issuances | (2,010) | $ 0 | (2,010) | (2,010) | |||
Ending Balance (in shares) at Sep. 30, 2016 | 112,466,248 | ||||||
Ending Balance at Sep. 30, 2016 | 3,451,433 | $ 1,124 | 2,078,169 | (334,431) | 1,554,160 | 3,299,022 | 152,411 |
Beginning Balance at Jun. 30, 2016 | (375,456) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 137,697 | ||||||
Other comprehensive income (loss) | 41,048 | ||||||
Ending Balance (in shares) at Sep. 30, 2016 | 112,466,248 | ||||||
Ending Balance at Sep. 30, 2016 | $ 3,451,433 | $ 1,124 | $ 2,078,169 | $ (334,431) | $ 1,554,160 | $ 3,299,022 | $ 152,411 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents at beginning of year | $ 213,734 | $ 2,489,768 |
Cash flows from operating activities: | ||
Net income | 70,491 | 177,387 |
Adjustments to reconcile net income to cash flows from operating activities: | ||
Depreciation and amortization | 176,499 | 200,372 |
Gain associated with restructuring and other | 0 | (6,804) |
Gain on sales of businesses, net | (122,298) | 0 |
Stock-based compensation | 13,818 | 11,171 |
Excess tax benefits realized from stock-based compensation arrangements | (1,679) | (59) |
Equity in net income of unconsolidated investments (net of tax) | (46,224) | (22,236) |
Dividends received from unconsolidated investments and nonmarketable securities | 34,982 | 57,149 |
Pension and postretirement expense (benefit) | 7,911 | (232) |
Pension and postretirement contributions | (13,649) | (16,673) |
Unrealized gain on investments in marketable securities | (3,281) | (597) |
Deferred income taxes | 404,728 | (53,593) |
Working capital changes | (79,684) | 14,823 |
Other, net | 10,821 | (43,805) |
Net cash provided by operating activities | 452,435 | 316,903 |
Cash flows from investing activities: | ||
Acquisition of Rockwood, net of cash acquired | 0 | (2,051,645) |
Other acquisitions, net of cash acquired | 0 | (48,845) |
Cash payments related to acquisitions and other | (81,988) | 0 |
Capital expenditures | (141,301) | (164,568) |
Decrease in restricted cash | 0 | 57,550 |
Cash proceeds from divestitures, net | 310,599 | 6,133 |
Return of capital from unconsolidated investment | 0 | 98,000 |
Sales of marketable securities, net | 822 | 1,265 |
Repayments from joint ventures | 0 | 2,156 |
Net cash provided by (used in) investing activities | 88,132 | (2,099,954) |
Cash flows from financing activities: | ||
Repayments of long-term debt | (382,730) | (1,332,293) |
Proceeds from borrowings of long-term debt | 0 | 1,000,000 |
Repayments of other borrowings, net | (9,026) | (16,854) |
Dividends paid to shareholders | (101,061) | (86,770) |
Dividends paid to noncontrolling interests | (23,873) | (23,195) |
Proceeds from exercise of stock options | 6,779 | 342 |
Excess tax benefits realized from stock-based compensation arrangements | 1,679 | 59 |
Withholding taxes paid on stock-based compensation award distributions | (2,008) | (1,218) |
Debt financing costs | 0 | (4,186) |
Other | 0 | (3,882) |
Net cash used in financing activities | (510,240) | (467,997) |
Net effect of foreign exchange on cash and cash equivalents | (10,462) | (4,230) |
Increase (decrease) in cash and cash equivalents | 19,865 | (2,255,278) |
Cash and cash equivalents at end of period | $ 233,599 | $ 234,490 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation: In the opinion of management, the accompanying unaudited condensed consolidated financial statements of Albemarle Corporation and our wholly-owned, majority-owned and controlled subsidiaries (collectively, “Albemarle,” “we,” “us,” “our” or “the Company”) contain all adjustments necessary for a fair statement, in all material respects, of our condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015 , our consolidated statements of income and consolidated statements of comprehensive income (loss) for the three-month and nine-month periods ended September 30, 2016 and 2015 and our consolidated statements of changes in equity and condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2016 and 2015 . Other comprehensive income for the three-month period ended September 30, 2016 includes an adjustment of $12.5 million to reduce the Foreign currency translation on the Company’s investment in the Windfield Holdings Pty Ltd joint venture related to the three month period ended March 31, 2016. There is no impact to the results for the nine-month period ended September 30, 2016 . The Company does not believe this adjustment is material to the condensed consolidated financial statements for the three-month periods ended March 31, 2016 or September 30, 2016. All other adjustments are of a normal and recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015 , which was filed with the Securities and Exchange Commission (“SEC”) on February 29, 2016. The December 31, 2015 condensed consolidated balance sheet data herein was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles (“GAAP”) in the United States (“U.S.”). The results of operations for the three-month and nine-month periods ended September 30, 2016 are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made to the accompanying condensed consolidated financial statements and the notes thereto to conform to the current presentation. On June 17, 2016, the Company signed a definitive agreement to sell its Chemetall ® Surface Treatment business to BASF SE. In the second quarter of 2016, the Company began accounting for this business as discontinued operations in the consolidated statements of income and excluded the business from segment results for all periods presented. Related assets and liabilities are classified as held for sale for all periods presented in accordance with accounting standards for reporting discontinued operations. See Note 3, “Divestitures,” for additional information. As described further in Note 2, “Acquisitions,” we completed our acquisition of Rockwood Holdings, Inc. (“Rockwood”) on January 12, 2015. The unaudited condensed consolidated financial statements contained herein include the results of operations of Rockwood, commencing on January 13, 2015. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions: On January 12, 2015 (the “Acquisition Closing Date”), we completed the acquisition of all the outstanding shares of Rockwood (the “Merger”) for a purchase price of approximately $5.7 billion . As a result, Rockwood became a wholly-owned subsidiary of Albemarle. Purchase Price Allocation The aggregate purchase price noted above was allocated to the major categories of assets and liabilities acquired based upon their estimated fair values at the Acquisition Closing Date, which were based, in part, upon third-party appraisals for certain assets, including specifically-identified intangible assets. The excess of the purchase price over the estimated fair value of the net assets acquired was approximately $2.8 billion and was recorded as goodwill. The allocation of the Rockwood purchase price was finalized in the first quarter of 2016. The following table summarizes the allocation of the purchase price paid and the amounts of assets acquired and liabilities assumed for the Rockwood acquisition based upon estimated fair values at the date of acquisition (in thousands): Total purchase price $ 5,725,321 Net assets acquired: Cash and cash equivalents $ 1,555,139 Trade and other accounts receivable 262,947 Inventories 290,496 Other current assets 86,267 Property, plant and equipment 1,383,480 Investments 529,453 Other assets 25,538 Definite-lived intangible assets: Patents and technology 227,840 Trade names and trademarks 234,610 Customer lists and relationships 1,280,142 Indefinite-lived intangible assets: Trade names and trademarks 104,380 Other 26,670 Current liabilities (406,532 ) Long-term debt (1,319,132 ) Pension benefits (316,086 ) Other noncurrent liabilities (195,052 ) Deferred income taxes (845,884 ) Noncontrolling interests (17,582 ) Total identifiable net assets 2,906,694 Goodwill 2,818,627 Total net assets acquired (a) $ 5,725,321 (a) Total net assets acquired includes amounts for the Chemetall Surface Treatment business, which is reported as discontinued operations. See Note 3, “Divestitures,” for additional information. Significant changes to the purchase price allocation since our initial preliminary estimates reported in the first quarter of 2015 were primarily related to decreases in the estimated fair values of certain current assets, property, plant and equipment, investments and intangible assets and increases in certain other noncurrent liabilities and noncontrolling interests, which resulted in an increase to recognized goodwill of approximately $193.8 million . This increase to recognized goodwill includes approximately $1.5 million that was recognized during the nine-month period ended September 30, 2016 based on changes to intangible assets, property, plant and equipment and deferred taxes. Goodwill arising from the acquisition consists largely of the anticipated synergies and economies of scale from the combined companies and the overall strategic importance of the acquired businesses to Albemarle. The goodwill attributable to the acquisition is not amortizable or deductible for tax purposes. Included in Acquisition and integration related costs on our consolidated statements of income for the three-month and nine-month periods ended September 30, 2016 is $6.3 million and $42.4 million , respectively, of integration costs resulting from the acquisition of Rockwood (mainly consisting of professional services fees, costs to achieve synergies, relocation costs, and other integration costs) and $0.4 million and $1.9 million , respectively, of costs in connection with other significant projects. The consolidated statements of income for the three-month and nine-month periods ended September 30, 2015 include $35.5 million and $111.2 million , respectively, of integration costs resulting from the acquisition of Rockwood (mainly consisting of professional services and advisory fees, costs to achieve synergies, relocation costs, and other integration costs) and $1.0 million and $6.0 million , respectively, of costs in connection with other significant projects. The weighted-average amortization periods for the intangible assets acquired are 20 years for patents and technology, 20 years for trade names and trademarks and 24 years for customer lists and relationships. The weighted-average amortization period for all definite-lived intangible assets acquired is 23 years. For the nine-month period ended September 30, 2016 , Depreciation and amortization expense included in Cost of goods sold was reduced by approximately $0.2 million as a result of measurement-period adjustments related to previous reporting periods. In addition, Income (loss) from discontinued operations (net of tax) was reduced by approximately $4.1 million for the nine-month period ended September 30, 2016 as a result of measurement-period adjustments related to previous reporting periods. Unaudited Pro Forma Financial Information The following unaudited pro forma results of operations of the Company for the three-month and nine-month periods ended September 30, 2015 assume that the Merger occurred on January 1, 2015. The pro forma amounts include certain adjustments, including interest expense, depreciation, amortization expense and income taxes. The pro forma amounts are also adjusted to exclude approximately $41.8 million and $120.5 million , respectively, of nonrecurring acquisition and integration related costs, and approximately $16.8 million and $102.3 million , respectively, of charges related to the utilization of the inventory markup as further described in Note 12, “Segment Information.” The pro forma results do not include adjustments related to cost savings or other synergies anticipated as a result of the Merger. In addition, the pro forma amounts are not adjusted to reflect the Chemetall Surface Treatment business as discontinued operations. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred as of January 1, 2015, nor are they necessarily indicative of future results of operations. Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (in thousands, except per share amounts) Pro forma Net sales $ 905,093 $ 2,754,312 Pro forma Net income $ 111,211 $ 335,602 Pro forma Net income per share: Basic $ 0.99 $ 3.03 Diluted $ 0.99 $ 3.02 See Item 8 Financial Statements and Supplementary Data—Note 2, “Acquisitions,” in our Annual Report on Form 10-K for the year ended December 31, 2015 for further details about the Rockwood acquisition. |
Divestitures Divestitures
Divestitures Divestitures | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Divestitures: Discontinued Operations On June 17, 2016, we entered into a definitive agreement to sell the Chemetall Surface Treatment business to BASF SE for proceeds of approximately $3.2 billion in cash, subject to adjustment with respect to certain pension liabilities, cash, working capital and indebtedness. The sale of the Chemetall Surface Treatment business reflects the Company’s commitment to investing in the future growth of its high priority businesses, reducing leverage and returning capital to shareholders. The sale is expected to close in the fourth quarter of 2016, subject to the satisfaction of customary closing conditions, including approvals from regulatory authorities. At closing, any difference between the sales price and the proportionate carrying value of the interests being sold would be recognized. The sale of the Chemetall Surface Treatment business, a separate reportable segment, qualifies for discontinued operations treatment because it represents a strategic shift that will have a major effect on the Company’s operations and financial results . As a result, in the second quarter of 2016, the Company began accounting for this business as discontinued operations in the consolidated statements of income and excluded the business from segment results for all periods presented. Related assets and liabilities are classified as held for sale for all periods presented. As of the date this business qualified for discontinued operations treatment, the Company stopped recording depreciation and amortization expense on assets of the Chemetall Surface Treatment business. The major components of Income (loss) from discontinued operations (net of tax) for the three-month and nine-month periods ended September 30, 2016 and 2015 were as follows (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Net sales $ 211,347 $ 211,877 $ 637,889 $ 617,163 Cost of goods sold 100,061 118,712 333,832 368,381 Operating expenses, net 70,604 66,280 203,052 187,536 Interest and financing expenses (a) 9,864 12,763 29,912 38,792 Other expenses (income), net 134 (656 ) (1,636 ) (3,011 ) Income before income taxes 30,684 14,778 72,729 25,465 Income tax expense (b) 7,499 3,748 430,572 6,391 Income (loss) from discontinued operations (net of tax) $ 23,185 $ 11,030 $ (357,843 ) $ 19,074 (a) Interest and financing expenses included the allocation of interest expense not directly attributable to other operations as well as interest expense related to debt to be assumed by the buyer. The allocation of interest expense to discontinued operations was based on the ratio of net assets held for sale to the sum of total net assets plus consolidated debt. (b) Income tax expense for the nine-month period ended September 30, 2016 included a discrete non-cash charge of ($381.5) million due to a change in the Company’s assertion over book and tax basis differences related to a U.S. entity being sold. In addition, Income tax expense for the three-month and nine-month periods ended September 30, 2016 included discrete non-cash benefits (charges) of $5.4 million and ($29.8) million , respectively, related to a change in the Company’s assertion over reinvestment of foreign undistributed earnings. The associated liability of $411.3 million has been recorded in Deferred income taxes on the condensed consolidated balance sheets as of September 30, 2016. Upon completion of the sale, the buyer will not assume these outside basis differences, thus the liability is ultimately the responsibility of the Company, and as such, this amount is not recorded as a Liability held for sale. The sale is expected to close in the fourth quarter of 2016, at which time any difference between the sales price and the proportionate carrying value of the interests being sold would be recognized. The carrying amounts of the major classes of assets and liabilities for the Chemetall Surface Treatment business classified as held for sale at September 30, 2016 and December 31, 2015 , were as follows (in thousands): September 30, December 31, 2016 2015 Assets Current assets $ 255,577 $ 237,447 Net property, plant and equipment 164,860 163,643 Goodwill 1,456,214 1,433,259 Other intangibles, net of amortization 1,328,799 1,349,179 All other noncurrent assets 25,143 25,374 Assets held for sale $ 3,230,593 $ 3,208,902 Liabilities Current liabilities $ 135,735 $ 200,892 Deferred income taxes 355,368 351,465 All other noncurrent liabilities 111,319 112,742 Liabilities held for sale $ 602,422 $ 665,099 Depreciation and amortization and capital expenditures from discontinued operations for the nine -month periods ended September 30, 2016 and 2015 were as follows (in thousands): Nine Months Ended 2016 2015 Depreciation and amortization $ 35,194 $ 57,567 Capital expenditures $ 15,525 $ 11,521 Other Assets Held for Sale In 2015, we announced our intention to pursue strategic alternatives, including divestitures, related to certain businesses, including the minerals-based flame retardants and specialty chemicals, fine chemistry services and metal sulfides businesses. In the fourth quarter of 2015, we determined that the assets held for sale criteria were met for these businesses as well as a small group of assets at an idled site. As of the December 31, 2015 balance sheet date, the Company expected to complete the sales of the businesses included in assets and liabilities held for sale and therefore such amounts were classified as current. These businesses did not qualify for discontinued operations treatment because the Company’s management did not consider their sale or potential sale as representing a strategic shift that had or will have a major effect on the Company’s operations and financial results . On November 5, 2015, the Company signed a definitive agreement to sell its Tribotecc metal sulfides business to Treibacher Industrie AG. Included in the transaction were sites in Vienna and Arnoldstein, Austria, and Tribotecc’s proprietary sulfide synthesis process. On January 4, 2016, t he Company closed the sale of this business, effective for the first day of business in 2016. We received net proceeds of approximate ly $137 million and recorded a gain of $11.5 million before income taxes in 2016 related to 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 business to Huber Engineered Materials, a division of J.M. Huber Corporation. The transaction included 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, Au stria. On February 1, 2016, the Company closed the sale of these businesses. We received net proceeds of approximately $187 million and recorded a gain of $112.3 million before income taxes in 2016 related to the sale of these businesses. In April 2016, the Company concluded that it would discontinue efforts to sell its fine chemistry services business, and as a result, this business is accounted for as held and used beginning in the second quarter of 2016. The carrying amounts of the major classes of assets and liabilities of these businesses classified as held for sale at December 31, 2015 , were as follows (in thousands): December 31, 2015 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 Also included in Gain on sales of businesses, net, for the nine-month period ended September 30, 2016 was a loss of $1.5 million on the sale of our wafer reclaim business. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles: The following table summarizes the changes in goodwill by reportable segment for the nine months ended September 30, 2016 (in thousands): Lithium and Advanced Materials Bromine Specialties Refining Solutions All Other Total Balance at December 31, 2015 (a)(b) $ 1,267,505 $ 20,319 $ 172,728 $ — $ 1,460,552 Acquisition of Rockwood (c) (1,706 ) — — — (1,706 ) Reclass from assets held for sale (d) — — — 6,586 6,586 Foreign currency translation adjustments 14,169 — 4,581 — 18,750 Balance at September 30, 2016 (b) $ 1,279,968 $ 20,319 $ 177,309 $ 6,586 $ 1,484,182 (a) The December 31, 2015 balances have been recast to reflect a change in segments. See Note 12, “Segment Information, ” for further details. (b) As of September 30, 2016 and December 31, 2015 , $1.5 billion of Goodwill was classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. (c) Represents final purchase price adjustments for the Rockwood acquisition recorded in the nine-month period ended September 30, 2016 . Excludes $3.2 million of final purchase price adjustments for businesses reported as discontinued operations . (d) Represents Goodwill of the fine chemistry services business, which was reported in Assets held for sale on the condensed consolidated balance sheets as of December 31, 2015 . See Note 3, “Divestitures,” for additional information. The following table summarizes the changes in other intangibles and related accumulated amortization for the nine months ended September 30, 2016 (in thousands): Customer Lists and Relationships Trade Names and Trademarks (a) Patents and Technology Other Total Gross Asset Value Balance at December 31, 2015 $ 398,725 $ 16,923 $ 40,144 $ 17,779 $ 473,571 Reclass from assets held for sale (b) — — — 1,454 1,454 Foreign currency translation adjustments and other 11,720 170 (241 ) 155 11,804 Balance at September 30, 2016 $ 410,445 $ 17,093 $ 39,903 $ 19,388 $ 486,829 Accumulated Amortization Balance at December 31, 2015 $ (32,656 ) $ (8,086 ) $ (32,008 ) $ (16,953 ) $ (89,703 ) Amortization (13,489 ) — (434 ) (327 ) (14,250 ) Reclass from assets held for sale (b) — — — (1,322 ) (1,322 ) Foreign currency translation adjustments and other (731 ) (61 ) (245 ) (149 ) (1,186 ) Balance at September 30, 2016 $ (46,876 ) $ (8,147 ) $ (32,687 ) $ (18,751 ) $ (106,461 ) Net Book Value at December 31, 2015 (c) $ 366,069 $ 8,837 $ 8,136 $ 826 $ 383,868 Net Book Value at September 30, 2016 (c) $ 363,569 $ 8,946 $ 7,216 $ 637 $ 380,368 (a) Included in Trade Names and Trademarks were indefinite-lived intangible assets with a gross carrying amount of $8.8 million and $8.7 million at September 30, 2016 and December 31, 2015 , respectively. (b) Represents Other intangibles and related amortization of the fine chemistry services business, which was reported in Assets held for sale on the condensed consolidated balance sheets as of December 31, 2015 . See Note 3 “Divestitures,” for additional information. (c) As of September 30, 2016 and December 31, 2015 , $1.3 billion and $1.4 billion , respectively, of Other intangibles, net of amortization were classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3 “Divestitures,” for additional information. |
Foreign Exchange
Foreign Exchange | 9 Months Ended |
Sep. 30, 2016 | |
Foreign Currency [Abstract] | |
Foreign Exchange | Foreign Exchange: Foreign exchange transaction gains (losses) were $0.3 million and ($3.1) million for the three-month and nine-month periods ended September 30, 2016 , respectively, and ($1.2) million and $51.8 million for the three-month and nine-month periods ended September 30, 2015 , respectively, and were included in Other income, net, in our consolidated statements of income, with the unrealized portion included in Other, net, in our condensed consolidated statements of cash flows. The gains in the nine-month period ended September 30, 2015 were primarily related to cash denominated in U.S. Dollars held by foreign subsidiaries where the European Union Euro serves as the functional currency, which was repatriated using the applicable transaction rates during the first quarter of 2015. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes: The effective income tax rate for the three-month and nine-month periods ended September 30, 2016 was 11.1% and 13.8% , respectively, compared to 19.5% and 23.2% for the three-month and nine-month periods ended September 30, 2015 , respectively. The Company’s effective income tax rate fluctuates based on, among other factors, its level and location of income. The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the 2016 and 2015 periods was primarily due to the impact of earnings from outside the U.S. The decrease in our effective tax rate for the three-month period ended September 30, 2016 compared to the same period in 2015 was primarily driven by a tax discrete benefit of $5.5 million related mainly to foreign provision to return adjustments. The decrease in the effective tax rate for the nine-month period ended September 30, 2016 compared to the same period in 2015 was primarily driven by income of $122.3 million from the sales of businesses with associated tax expense of $6.7 million, that was subject to tax at a rate below our effective tax rate and changes in impacts of earnings from outside the U.S. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share: Basic and diluted earnings per share from continuing operations for the three-month and nine-month periods ended September 30, 2016 and 2015 are calculated as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Basic earnings per share from continuing operations Numerator: Net income from continuing operations $ 114,512 $ 59,842 $ 428,334 $ 158,313 Net income from continuing operations attributable to noncontrolling interests (9,477 ) (5,447 ) (28,906 ) (16,680 ) Net income from continuing operations attributable to Albemarle Corporation $ 105,035 $ 54,395 $ 399,428 $ 141,633 Denominator: Weighted-average common shares for basic earnings per share 112,429 112,202 112,343 110,840 Basic earnings per share from continuing operations $ 0.93 $ 0.48 $ 3.56 $ 1.28 Diluted earnings per share from continuing operations Numerator: Net income from continuing operations $ 114,512 $ 59,842 $ 428,334 $ 158,313 Net income from continuing operations attributable to noncontrolling interests (9,477 ) (5,447 ) (28,906 ) (16,680 ) Net income from continuing operations attributable to Albemarle Corporation $ 105,035 $ 54,395 $ 399,428 $ 141,633 Denominator: Weighted-average common shares for basic earnings per share 112,429 112,202 112,343 110,840 Incremental shares under stock compensation plans 1,019 342 788 365 Weighted-average common shares for diluted earnings per share 113,448 112,544 113,131 111,205 Diluted earnings per share from continuing operations $ 0.93 $ 0.48 $ 3.53 $ 1.27 On February 26, 2016, the Company increased the regular quarterly dividend by 5% to $0.305 per share. On July 11, 2016 , the Company declared a cash dividend of $0.305 per share, which was paid on October 3, 2016 to shareholders of record at the close of business as of September 15, 2016 . On November 3, 2016 , the Company declared a cash dividend of $0.305 per share, which is payable on January 2, 2017 to shareholders of record at the close of business as of December 15, 2016 . |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories: The following table provides a breakdown of inventories at September 30, 2016 and December 31, 2015 (in thousands): September 30, December 31, 2016 2015 Finished goods $ 335,694 $ 264,025 Raw materials and work in process (a) 117,955 122,038 Stores, supplies and other 51,335 53,450 Total inventories (b) $ 504,984 $ 439,513 (a) Included $45.9 million and $39.1 million at September 30, 2016 and December 31, 2015 , respectively, of work in process related to the Lithium product category. (b) As of September 30, 2016 and December 31, 2015 , $74.5 million and $162.8 million , respectively, of inventories were classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments: The Company holds a 49% equity interest in Windfield Holdings Pty Ltd (“Windfield”). With regard to the Company’s ownership in Windfield, the parties share risks and benefits disproportionate to their voting interests. As a result, the Company considers Windfield to be a variable interest entity (“VIE”). However, the Company does not consolidate Windfield as it is not the primary beneficiary. The carrying amount of our 49% equity interest in Windfield, which is our most significant VIE, was $295.8 million and $280.2 million at September 30, 2016 and December 31, 2015 , respectively. The Company’s aggregate net investment in all other entities which it considers to be VIE’s for which the Company is not the primary beneficiary was $8.6 million and $7.8 million at September 30, 2016 and December 31, 2015 , respectively. Our unconsolidated VIE’s are reported in Investments in the condensed consolidated balance sheets. The Company does not guarantee debt for, or have other financial support obligations to, these entities, and its maximum exposure to loss in connection with its continuing involvement with these entities is limited to the carrying value of the investments. Included in the condensed consolidated statement of cash flows for the nine months ended September 30, 2015, was a return of capital from Windfield of $98.0 million . |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-Term Debt: Long-term debt at September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Term loan facilities, net of unamortized debt issuance costs of $2,008 at September 30, 2016 and $2,833 at December 31, 2015 $ 866,992 $ 1,247,167 1.875% Senior notes, net of unamortized discount and debt issuance costs of $8,826 at September 30, 2016 and $9,904 at December 31, 2015 776,784 759,151 3.00% Senior notes, net of unamortized discount and debt issuance costs of $1,396 at September 30, 2016 and $1,726 at December 31, 2015 248,604 248,274 4.15% Senior notes, net of unamortized discount and debt issuance costs of $3,981 at September 30, 2016 and $4,346 at December 31, 2015 421,019 420,654 4.50% Senior notes, net of unamortized discount and debt issuance costs of $2,531 at September 30, 2016 and $2,982 at December 31, 2015 347,469 347,018 5.45% Senior notes, net of unamortized discount and debt issuance costs of $4,352 at September 30, 2016 and $4,468 at December 31, 2015 345,648 345,532 Commercial paper notes 400,851 351,349 Variable-rate foreign bank loans 41,935 77,452 Variable-rate domestic bank loans — 20,479 Miscellaneous 30 81 Total long-term debt (a) 3,449,332 3,817,157 Less amounts due within one year 400,892 674,994 Long-term debt, less current portion $ 3,048,440 $ 3,142,163 (a) As of September 30, 2016 and December 31, 2015 , $16.5 million and $20.3 million , respectively, of long-term debt was classified as Liabilities held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. As a result of the adoption of new accounting guidance effective January 1, 2016 on a retrospective basis, unamortized debt issuance costs are now deducted from the carrying amount of the associated debt liability on the balance sheet. The reclassification of these unamortized debt issuance costs resulted in reductions of $17.1 million in Long-term debt and Other assets on the condensed consolidated balance sheets as of December 31, 2015. See Note 18, “Recently Issued Accounting Pronouncements,” for additional information. Initial borrowings under our September 2015 Term Loan Agreement, which occurred on October 15, 2015, consisted of a 364 -day term loan facility in an aggregate principal amount of $300 million (the “364-Day Facility”) and a five -year term loan facility in an aggregate principal amount of $950 million (the “Five-Year Facility”), or collectively, the “Term Loan Facilities.” In the nine-month period ended September 30, 2016 , we repaid the 364-Day Facility in full and repaid approximately $81 million of borrowings under the Five-Year Facility, each primarily with proceeds from the sales of the metal sulfides business and the minerals-based flame retardants and specialty chemicals business, which closed in the first quarter of 2016. Current portion of long-term debt at September 30, 2016 consisted primarily of commercial paper notes with a weighted-average interest rate of approximately 1.38% and a weighted-average maturity of 39 days . The carrying value of our 1.875% Euro-denominated senior notes has been designated as an effective hedge of our net investment in certain foreign subsidiaries where the Euro serves as the functional currency, and gains or losses on the revaluation of these senior notes to our reporting currency are recorded in accumulated other comprehensive loss. During the three-month and nine-month periods ended September 30, 2016 , losses of $7.4 million and $10.3 million (net of income taxes), respectively, and during the three-month and nine-month periods ended September 30, 2015 , (losses) gains of ($3.4) million and $39.7 million (net of income taxes), respectively, were recorded in accumulated other comprehensive loss in connection with the revaluation of these senior notes to our reporting currency. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies: Environmental We had the following activity in our recorded environmental liabilities for the nine months ended September 30, 2016 , as follows (in thousands): Beginning balance at December 31, 2015 (a) $ 31,436 Expenditures (2,013 ) Accretion of discount 596 Additions and revisions of estimates 1,055 Foreign currency translation adjustments and other 2,572 Ending balance at September 30, 2016 (a) 33,646 Less amounts reported in Accrued expenses 3,051 Amounts reported in Other noncurrent liabilities $ 30,595 (a) As of September 30, 2016 and December 31, 2015 , $3.9 million of environmental liabilities were classified as Liabilities held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. Environmental remediation liabilities included discounted liabilities of $23.8 million and $22.0 million at September 30, 2016 and December 31, 2015 , respectively, discounted at rates with a weighted-average of 3.5% , with the undiscounted amount totaling $63.3 million and $59.5 million at September 30, 2016 and December 31, 2015 , respectively. For certain locations where the Company is operating groundwater monitoring and/or remediation systems, prior owners or insurers have assumed all or most of the responsibility. The amounts recorded represent our future remediation and other anticipated environmental liabilities. These liabilities typically arise during the normal course of our operational and environmental management activities or at the time of acquisition of the site, and are based on internal analysis as well as input from outside consultants. As evaluations proceed at each relevant site, changes in risk assessment practices, remediation techniques and regulatory requirements can occur, therefore such liability estimates may be adjusted accordingly. The timing and duration of remediation activities at these sites will be determined when evaluations are completed. Although it is difficult to quantify the potential financial impact of these remediation liabilities, management estimates (based on the latest available information) that there is a reasonable possibility that future environmental remediation costs associated with our past operations, in excess of amounts already recorded, could be up to approximately $16 million before income taxes. We believe that any sum we may be required to pay in connection with environmental remediation matters in excess of the amounts recorded would likely occur over a period of time and would not have a material adverse effect upon our results of operations, financial condition or cash flows on a consolidated annual basis although any such sum could have a material adverse impact on our results of operations, financial condition or cash flows in a particular quarterly reporting period. Litigation We are involved from time to time in legal proceedings of types regarded as common in our business, including administrative or judicial proceedings seeking remediation under environmental laws, such as the federal Comprehensive Environmental Response, Compensation and Liability Act, commonly known as CERCLA or Superfund, products liability, breach of contract liability and premises liability litigation. Where appropriate, we may establish financial reserves for such proceedings. We also maintain insurance to mitigate certain of such risks. Costs for legal services are generally expensed as incurred. Indemnities We are indemnified by third parties in connection with certain matters related to acquired and divested businesses. Although we believe that the financial condition of those parties who may have indemnification obligations to the Company is generally sound, there can be no assurance that any party who may have obligations to indemnify us will adhere to their obligations and we may have to resort to legal action to enforce our rights under the indemnities. The Company may be subject to indemnity claims relating to properties or businesses it divested, including properties or businesses that Rockwood divested prior to the Acquisition Closing Date. In the opinion of management, and based upon information currently available, the ultimate resolution of any indemnification obligations owed to the Company or by the Company is not expected to have a material effect on the Company’s financial condition, results of operations or cash flows. Other We have contracts with certain of our customers, which serve as guarantees on product delivery and performance according to customer specifications that can cover both shipments on an individual basis as well as blanket coverage of multiple shipments under certain customer supply contracts. The financial coverage provided by these guarantees is typically based on a percentage of net sales value. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Reportable Segments | Segment Information: Effective January 1, 2016, our former Performance Chemicals reportable segment was split into two reportable segments: (1) Lithium and Advanced Materials and (2) Bromine Specialties. In addition, on June 17, 2016, the Company signed a definitive agreement to sell its Chemetall Surface Treatment business to BASF SE. This business, a separate reportable segment, is classified as discontinued operations and its results are excluded from segment results for all periods presented. As a result, our three reportable segments include Lithium and Advanced Materials, Bromine Specialties and Refining Solutions. Each segment has a dedicated team of sales, research and development, process engineering, manufacturing and sourcing, and business strategy personnel and has full accountability for improving execution through greater asset and market focus, agility and responsiveness. The new business structure aligns with the markets and customers we serve through each of the segments. The new structure also facilitates the continued standardization of business processes across the organization, and is consistent with the manner in which information is presently used internally by the Company’s chief operating decision maker to evaluate performance and make resource allocation decisions. Summarized financial information concerning our reportable segments is shown in the following tables. Results for 2015 have been recast to reflect the change in segments noted above. The “All Other” category comprises three operating segments that do not fit into any of our core businesses subsequent to the acquisition of Rockwood: minerals-based flame retardants and specialty chemicals, fine chemistry services and metal sulfides. During the first quarter of 2016 , we completed the sales of the metal sulfides business and the minerals-based flame retardants and specialty chemicals businesses. For additional information about these businesses, see Note 3, “Divestitures.” The Corporate category is not considered to be a segment and includes corporate-related items not allocated to the reportable segments. Pension and OPEB service cost (which represents the benefits earned by active employees during the period) and amortization of prior service cost or benefit are allocated to the reportable segments, All Other, and Corporate, whereas the remaining components of pension and OPEB benefits cost or credit (“Non-operating pension and OPEB items”) are included in Corporate. Segment data includes intersegment transfers of raw materials at cost and allocations for certain corporate costs. The Company’s chief operating decision maker uses earnings before interest, taxes, depreciation and amortization, as adjusted on a consistent basis for certain non-recurring or unusual items such as acquisition and integration related costs, utilization of inventory markup, gains or losses on sales of businesses, restructuring charges, facility divestiture charges, non-operating pension and OPEB items and other significant non-recurring items (“adjusted EBITDA”), in a balanced manner and on a segment basis to assess the ongoing performance of the Company’s business segments and to allocate resources. In addition, management uses adjusted EBITDA for business planning purposes and as a significant component in the calculation of performance-based compensation for management and other employees. The Company has reported adjusted EBITDA because management believes it provides transparency to investors and enables period-to-period comparability of financial performance. Adjusted EBITDA is a financial measure that is not required by, or presented in accordance with, U.S. GAAP. Adjusted EBITDA should not be considered as an alternative to Net income (loss) attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP, or any other financial measure reported in accordance with U.S. GAAP. Three Months Ended Nine Months Ended 2016 2015 2016 2015 (In thousands) Net sales: Lithium and Advanced Materials $ 240,424 $ 208,820 $ 689,950 $ 620,597 Bromine Specialties 194,496 190,716 597,912 604,267 Refining Solutions 190,453 185,102 539,044 528,841 All Other 28,272 102,224 150,987 337,997 Corporate 365 6,354 2,655 12,117 Total net sales $ 654,010 $ 693,216 $ 1,980,548 $ 2,103,819 Adjusted EBITDA: Lithium and Advanced Materials $ 91,719 $ 77,408 $ 260,861 $ 234,988 Bromine Specialties 51,807 58,801 179,977 180,431 Refining Solutions 64,960 54,517 181,620 144,910 All Other 5,470 6,262 14,810 29,540 Corporate (25,627 ) (16,307 ) (66,435 ) (8,350 ) Total adjusted EBITDA $ 188,329 $ 180,681 $ 570,833 $ 581,519 See below for a reconciliation of adjusted EBITDA, the non-GAAP financial measure, to Net income (loss) attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP, (in thousands): Lithium and Advanced Materials Bromine Specialties Refining Solutions Reportable Segments Total All Other Corporate Consolidated Total Three months ended September 30, 2016 Net income (loss) attributable to Albemarle Corporation $ 66,166 $ 41,621 $ 55,981 $ 163,768 $ 3,806 $ (39,354 ) $ 128,220 Depreciation and amortization 25,553 10,186 8,979 44,718 1,664 1,592 47,974 Acquisition and integration related costs (a) — — — — — 6,749 6,749 Interest and financing expenses — — — — — 15,946 15,946 Income tax expense — — — — — 12,394 12,394 Income from discontinued operations (net of tax) — — — — — (23,185 ) (23,185 ) Non-operating pension and OPEB items — — — — — (231 ) (231 ) Other (b) — — — — — 462 462 Adjusted EBITDA $ 91,719 $ 51,807 $ 64,960 $ 208,486 $ 5,470 $ (25,627 ) $ 188,329 Three months ended September 30, 2015 Net income (loss) attributable to Albemarle Corporation $ 38,498 $ 49,395 $ 45,713 $ 133,606 $ 617 $ (68,831 ) $ 65,392 Depreciation and amortization 22,076 9,406 8,804 40,286 5,645 2,712 48,643 Utilization of inventory markup (c) 16,834 — — 16,834 — — 16,834 Restructuring and other, net (d) — — — — — (6,804 ) (6,804 ) Acquisition and integration related costs (a) — — — — — 36,514 36,514 Interest and financing expenses — — — — — 19,294 19,294 Income tax expense — — — — — 13,144 13,144 Income from discontinued operations (net of tax) — — — — — (11,030 ) (11,030 ) Non-operating pension and OPEB items — — — — — (1,306 ) (1,306 ) Adjusted EBITDA $ 77,408 $ 58,801 $ 54,517 $ 190,726 $ 6,262 $ (16,307 ) $ 180,681 Nine months ended September 30, 2016 Net income (loss) attributable to Albemarle Corporation $ 186,373 $ 150,221 $ 154,767 $ 491,361 $ 133,012 $ (582,788 ) $ 41,585 Depreciation and amortization 74,488 29,756 26,853 131,097 5,629 4,562 141,288 (Gain) loss on sales of businesses, net (e) — — — — (123,831 ) 1,533 (122,298 ) Acquisition and integration related costs (a) — — — — — 44,337 44,337 Interest and financing expenses — — — — — 46,860 46,860 Income tax expense — — — — — 61,535 61,535 Loss from discontinued operations (net of tax) — — — — — 357,843 357,843 Non-operating pension and OPEB items — — — — — (779 ) (779 ) Other (b) — — — — — 462 462 Adjusted EBITDA $ 260,861 $ 179,977 $ 181,620 $ 622,458 $ 14,810 $ (66,435 ) $ 570,833 Nine months ended September 30, 2015 Net income (loss) attributable to Albemarle Corporation $ 88,219 $ 154,353 $ 119,513 $ 362,085 $ 9,644 $ (211,075 ) $ 160,654 Depreciation and amortization 67,530 26,078 25,397 119,005 16,867 6,933 142,805 Utilization of inventory markup (c) 79,239 — — 79,239 3,029 — 82,268 Restructuring and other, net (d) — — — — — (6,804 ) (6,804 ) Acquisition and integration related costs (a) — — — — — 117,171 117,171 Interest and financing expenses — — — — — 62,193 62,193 Income tax expense — — — — — 41,780 41,780 Income from discontinued operations (net of tax) — — — — — (19,074 ) (19,074 ) Non-operating pension and OPEB items — — — — — (3,915 ) (3,915 ) Other (f) — — — — — 4,441 4,441 Adjusted EBITDA $ 234,988 $ 180,431 $ 144,910 $ 560,329 $ 29,540 $ (8,350 ) $ 581,519 (a) See Note 2, “Acquisitions,” for additional information. (b) Includes the write-off of fixed assets of $1.4 million included in Research and development expenses, partially offset by a net gain of $0.9 million on the sales of properties included in Other income, net. (c) 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 $103.4 million . The inventory markup was expensed over the estimated remaining selling period. For the three-month and nine-month periods ended September 30, 2015 , $7.7 million and $55.4 million , respectively, was included in Cost of goods sold, and Equity in net income of unconsolidated investments was reduced by $9.1 million and $26.9 million , respectively, related to the utilization of the inventory markup. (d) Gain recognized upon the sale of land in Avonmouth, UK, which was utilized by the phosphorus flame retardants business we exited in 2012. (e) See Note 3, “Divestitures,” for additional information. (f) Financing-related fees expensed in connection with the acquisition of Rockwood. |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefits | 9 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension Plans and Other Postretirement Benefits | Pension Plans and Other Postretirement Benefits: The components of pension and postretirement benefits cost (credit) from continuing operations for the three-month and nine-month periods ended September 30, 2016 and 2015 were as follows (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Pension Benefits Cost (Credit): Service cost $ 842 $ 1,301 $ 3,123 $ 3,927 Interest cost 9,115 9,228 27,978 27,479 Expected return on assets (9,920 ) (11,111 ) (30,429 ) (33,076 ) Actuarial gain — — (50 ) (51 ) Amortization of prior service benefit 230 30 698 89 Total net pension benefits cost (credit) $ 267 $ (552 ) $ 1,320 $ (1,632 ) Postretirement Benefits Cost (Credit): Service cost $ 29 $ 36 $ 86 $ 107 Interest cost 620 643 1,862 1,930 Expected return on assets (46 ) (66 ) (140 ) (197 ) Amortization of prior service benefit (24 ) (24 ) (72 ) (72 ) Total net postretirement benefits cost $ 579 $ 589 $ 1,736 $ 1,768 Total net pension and postretirement benefits cost (a) $ 846 $ 37 $ 3,056 $ 136 (a) For the three-month and nine-month periods ended September 30, 2016 , $3.7 million and $4.9 million , respectively, of net pension and postretirement benefits cost are included in Income (loss) from discontinued operations (net of tax) in the consolidated statements of income. For the three-month and nine-month periods ended September 30, 2015 , $0.8 million and ($0.4) million , respectively, of net pension and postretirement benefits cost (credit) are included in Income (loss) from discontinued operations (net of tax) in the consolidated statements of income. See Note 3, “Divestitures,” for additional information. During the three-month and nine-month periods ended September 30, 2016 , we made contributions of $3.4 million and $11.4 million , respectively, to our qualified and nonqualified pension plans related to continuing and discontinued operations. During the three-month and nine-month periods ended September 30, 2015 , we made contributions of $4.8 million and $13.8 million , respectively, to our qualified and nonqualified pension plans related to continuing and discontinued operations. We paid $0.7 million and $2.3 million in premiums to the U.S. postretirement benefit plan during the three-month and nine-month periods ended September 30, 2016 , respectively. During the three-month and nine-month periods ended September 30, 2015 , we paid $0.9 million and $2.9 million , respectively, in premiums to the U.S. postretirement benefit plan. Multiemployer Plan Our contributions to the Pensionskasse Dynamit Nobel Versicherungsverein auf Gegenseitigkeit, Troisdorf (“DN Pensionskasse”) multiemployer plan for continuing and discontinued operations were €0.4 million and €1.3 million (approximately $0.5 million and $1.4 million ) during the three-month and nine-month periods ended September 30, 2016 , respectively. During the three-month and nine-month periods ended September 30, 2015 , we made contributions of €0.5 million and €1.2 million (approximately $0.6 million and $1.4 million ), respectively, to the DN Pensionskasse multiemployer plan for continuing and discontinued operations. Effective July 1, 2016, the DN Pensionskasse is subject to a financial improvement plan which expires on December 31, 2022. This financial improvement plan calls for increased capital reserves to avoid future underfunding risk. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: In assessing the fair value of financial instruments, we use methods and assumptions that are based on market conditions and other risk factors existing at the time of assessment. Fair value information for our financial instruments is as follows: Long-Term Debt—the fair values of our senior notes and other fixed rate foreign borrowings are estimated using Level 1 inputs and account for the majority of the difference between the recorded amount and fair value of our long-term debt. The carrying value of our remaining long-term debt reported in the accompanying condensed consolidated balance sheets approximates fair value as substantially all of such debt bears interest based on prevailing variable market rates currently available in the countries in which we have borrowings. September 30, 2016 December 31, 2015 Recorded Amount Fair Value Recorded Amount Fair Value (In thousands) Long-term debt $ 3,464,193 $ 3,638,142 $ 3,834,217 $ 3,793,179 Foreign Currency Forward Contracts—we enter into foreign currency forward contracts in connection with our risk management strategies in an attempt to minimize the financial impact of changes in foreign currency exchange rates. These derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes. The fair values of our foreign currency forward contracts are estimated based on current settlement values. At September 30, 2016 and December 31, 2015 , we had outstanding foreign currency forward contracts with notional values totaling $465.5 million and $217.7 million , respectively. Our foreign currency forward contracts outstanding at September 30, 2016 and December 31, 2015 were not designated as hedging instruments under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging . As of September 30, 2016 and December 31, 2015 , $0.2 million and $0.3 million , respectively, was included in Accrued expenses associated with the fair value of our foreign currency forward contracts. Gains and losses on foreign currency forward contracts are recognized in Other income, net; further, fluctuations in the value of these contracts are generally expected to be offset by changes in the value of the underlying exposures being hedged, which are also reported in Other income, net. For the three-month and nine-month periods ended September 30, 2016 , we recognized gains (losses) of $3.0 million and ($1.9) million , respectively, in Other income, net, in our consolidated statements of income related to the change in the fair value of our foreign currency forward contracts. For the three-month and nine-month periods ended September 30, 2015 , we recognized gains (losses) of $2.5 million and ($14.1) million , respectively, in Other income, net, in our consolidated statements of income related to the change in the fair value of our foreign currency forward contracts. Also, for the nine -month periods ended September 30, 2016 and 2015 , we recorded losses of $1.9 million and $14.1 million , respectively, related to the change in the fair value of our foreign currency forward contracts, and net cash settlements of $2.0 million and $13.0 million , respectively, in Other, net, in our condensed consolidated statements of cash flows. The counterparties to our foreign currency forward contracts are major financial institutions with which we generally have other financial relationships. We are exposed to, but do not anticipate, credit loss in the event of nonperformance by these counterparties. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy: 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 We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Transfers between levels of the fair value hierarchy are deemed to have occurred on the date of the event or change in circumstance that caused the transfer. There were no transfers between Levels 1 and 2 during the nine-month period ended September 30, 2016 . The following tables set forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 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) $ 21,146 $ 21,146 $ — $ — Private equity securities (b) $ 5,542 $ 35 $ — $ 5,507 Liabilities: Obligations under executive deferred compensation plan (a) $ 21,146 $ 21,146 $ — $ — Foreign currency forward contracts (c) $ 183 $ — $ 183 $ — 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 Liabilities: Obligations under executive deferred compensation plan (a) $ 21,631 $ 21,631 $ — $ — Foreign currency forward contracts (c) $ 250 $ — $ 250 $ — (a) We maintain an Executive Deferred Compensation Plan (“EDCP”) that was adopted in 2001 and subsequently amended. The purpose of the EDCP is to provide current tax planning opportunities as well as supplemental funds upon the retirement or death of certain of our employees. The EDCP is intended to aid in attracting and retaining employees of exceptional ability by providing them with these benefits. We also maintain a Benefit Protection Trust (the “Trust”), 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 accounting guidance. The assets of the Trust consist primarily of mutual fund investments (which are accounted for as trading securities and are marked-to-market on a monthly basis through the consolidated statements of income) and cash and cash equivalents. As such, these assets and obligations are classified within Level 1. (b) Primarily consists of private equity securities classified as available-for-sale and are reported in Investments in the condensed consolidated balance sheets. The changes in fair value are reported in Other income, net, in our consolidated statements of income. Holdings in private equity securities are typically valued using the net asset valuations provided by the underlying private investment companies and as such are classified within Level 3. (c) As a result of our global operating and financing activities, we are exposed to market risks from changes in foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, we minimize our risks from foreign currency exchange rate fluctuations through the use of foreign currency forward contracts. Unless otherwise noted, these derivative financial instruments are not designated as hedging instruments under ASC 815, Derivatives and Hedging . The foreign currency forward contracts are valued using broker quotations or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within Level 2. The following table presents the fair value reconciliation of Level 3 assets measured at fair value on a recurring basis for the periods indicated (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Beginning balance $ 2,573 $ 1,772 $ 2,595 $ 1,785 Total unrealized gains included in earnings relating to assets still held at the reporting date 2,934 836 2,912 823 Ending balance $ 5,507 $ 2,608 $ 5,507 $ 2,608 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income: The components and activity in Accumulated other comprehensive (loss) income (net of deferred income taxes) consisted of the following during the periods indicated below (in thousands): Foreign Currency Translation Pension and Postretirement Benefits (a) Net Investment Hedge Interest Rate Swap (b) Total Three months ended September 30, 2016 Balance at June 30, 2016 $ (416,636 ) $ (338 ) $ 59,328 $ (17,810 ) $ (375,456 ) Other comprehensive income (loss) before reclassifications (c) 47,712 — (7,395 ) — 40,317 Amounts reclassified from accumulated other comprehensive (loss) income — 206 — 525 731 Other comprehensive income (loss), net of tax 47,712 206 (7,395 ) 525 41,048 Other comprehensive income attributable to noncontrolling interests (23 ) — — — (23 ) Balance at September 30, 2016 $ (368,947 ) $ (132 ) $ 51,933 $ (17,285 ) $ (334,431 ) Three months ended September 30, 2015 Balance at June 30, 2015 $ (351,001 ) $ 4 $ 54,500 $ (19,909 ) $ (316,406 ) Other comprehensive loss before reclassifications (67,526 ) — (3,407 ) — (70,933 ) Amounts reclassified from accumulated other comprehensive (loss) income — 2 — 527 529 Other comprehensive (loss) income, net of tax (67,526 ) 2 (3,407 ) 527 (70,404 ) Other comprehensive loss attributable to noncontrolling interests 397 — — — 397 Balance at September 30, 2015 $ (418,130 ) $ 6 $ 51,093 $ (19,382 ) $ (386,413 ) Nine months ended September 30, 2016 Balance at December 31, 2015 $ (463,914 ) $ (758 ) $ 62,245 $ (18,861 ) $ (421,288 ) Other comprehensive income (loss) before reclassifications 95,425 — (10,312 ) — 85,113 Amounts reclassified from accumulated other comprehensive (loss) income — 626 — 1,576 2,202 Other comprehensive income (loss), net of tax 95,425 626 (10,312 ) 1,576 87,315 Other comprehensive income attributable to noncontrolling interests (458 ) — — — (458 ) Balance at September 30, 2016 $ (368,947 ) $ (132 ) $ 51,933 $ (17,285 ) $ (334,431 ) Nine months ended September 30, 2015 Balance at December 31, 2014 $ (52,835 ) $ — $ 11,384 $ (20,962 ) $ (62,413 ) Other comprehensive (loss) income before reclassifications (365,870 ) — 39,709 — (326,161 ) Amounts reclassified from accumulated other comprehensive (loss) income 27 6 — 1,580 1,613 Other comprehensive (loss) income, net of tax (365,843 ) 6 39,709 1,580 (324,548 ) Other comprehensive loss attributable to noncontrolling interests 548 — — — 548 Balance at September 30, 2015 $ (418,130 ) $ 6 $ 51,093 $ (19,382 ) $ (386,413 ) (a) 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 13, “Pension Plans and Other Postretirement Benefits.” (b) The pre-tax portion of amounts reclassified from accumulated other comprehensive (loss) income is included in interest expense. (c) Foreign currency translation includes an adjustment of $12.5 million to reduce our investment in the Windfield Holdings Pty Ltd joint venture related to the three month period ended March 31, 2016. See Note 1, “Basis of Presentation,” for further details. The amount of income tax expense allocated to each component of Other comprehensive income (loss) for the three-month and nine-month periods ended September 30, 2016 and 2015 is provided in the following tables (in thousands): Three Months Ended September 30, 2016 2015 Foreign Currency Translation Pension and Postretirement Benefits Net Investment Hedge Interest Rate Swap Foreign Currency Translation Pension and Postretirement Benefits Net Investment Hedge Interest Rate Swap Other comprehensive income (loss), before tax $ 47,787 $ 209 $ (11,740 ) $ 834 $ (66,582 ) $ 6 $ (5,394 ) $ 834 Income tax (expense) benefit (75 ) (3 ) 4,345 (309 ) (944 ) (4 ) 1,987 (307 ) Other comprehensive income (loss), net of tax $ 47,712 $ 206 $ (7,395 ) $ 525 $ (67,526 ) $ 2 $ (3,407 ) $ 527 Nine Months Ended September 30, 2016 2015 Foreign Currency Translation Pension and Postretirement Benefits Net Investment Hedge Interest Rate Swap Foreign Currency Translation Pension and Postretirement Benefits Net Investment Hedge Interest Rate Swap Other comprehensive income (loss), before tax $ 96,326 $ 635 $ (16,371 ) $ 2,502 $ (394,911 ) $ 17 $ 62,876 $ 2,502 Income tax (expense) benefit (901 ) (9 ) 6,059 (926 ) 29,068 (11 ) (23,167 ) (922 ) Other comprehensive income (loss), net of tax $ 95,425 $ 626 $ (10,312 ) $ 1,576 $ (365,843 ) $ 6 $ 39,709 $ 1,580 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions: Our condensed consolidated financial statements include sales to and purchases from unconsolidated affiliates in the ordinary course of business as follows (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Sales to unconsolidated affiliates $ 5,047 $ 5,738 $ 19,452 $ 19,744 Purchases from unconsolidated affiliates 30,591 42,698 93,372 95,837 |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting guidance designed to enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The core principle of the guidance is that revenue recognized from a transaction or event that arises from a contract with a customer should reflect the consideration to which an entity expects to be entitled in exchange for goods or services provided. To achieve that core principle the new guidance sets forth a five-step revenue recognition model that will need to be applied consistently to all contracts with customers, except those that are within the scope of other topics in the ASC. Also required are new disclosures to help users of financial statements better understand the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. The new disclosures include qualitative and quantitative information about contracts with customers, significant judgments made in applying the revenue guidance, and assets recognized related to the costs to obtain or fulfill a contract. In March 2016 and April 2016, the FASB issued amendments to this new guidance that provides clarification about principal versus agent considerations, identification of performance obligations and accounting for the licensing of intellectual property. In addition, in May 2016, the FASB issued an amendment to the guidance that provides clarification about collectibility, noncash consideration, presentation of sales tax, and transition. These new requirements become effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted for annual and interim reporting periods beginning after December 15, 2016. The impact of these new requirements on our financial statements is being assessed and is not yet known. In February 2015, the FASB issued accounting guidance that changes the analysis that reporting entities must perform to determine whether certain types of legal entities should be consolidated. Specifically, the amendments affect (a) limited partnerships and similar legal entities; (b) the consolidation analysis of reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships; and (c) certain investment funds. These amendments became effective on January 1, 2016 and did not have a material effect on our condensed consolidated financial statements. In April and August 2015, the FASB issued accounting guidance that changes the balance sheet presentation of debt issuance costs (except for debt issuance costs related to line-of-credit arrangements). The guidance requires debt issuance costs relating to a recognized debt liability to be presented as a direct deduction from the carrying amount of the associated debt liability in the balance sheet. This new requirement became effective on January 1, 2016. See Note 10, “Long-Term Debt” for additional information. In April 2015, the FASB issued accounting guidance that, among other things, provides for a practical expedient related to interim period remeasurements of defined benefit plan assets and obligations. The practical expedient permits entities to remeasure plan assets and obligations using the month-end that is closest to the date of the actual event. Disclosure of such election and related month-end remeasurement date is required. This guidance became effective on January 1, 2016 and did not have a material effect on our condensed consolidated financial statements. In April 2015, the FASB issued accounting guidance which clarifies the proper method of accounting for fees paid in a cloud computing arrangement. The guidance requires software licenses included in a cloud computing arrangement to be accounted for consistently with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. This guidance became effective on January 1, 2016 and did not have a material effect on our condensed consolidated financial statements. In May 2015, the FASB issued accounting guidance for which investments measured at net asset value per share (or its equivalent) using the practical expedient should no longer be categorized within the fair value hierarchy. Although removed from the fair value hierarchy, disclosure of the nature, risks and amount of investments for which fair value is measured using the practical expedient is still required. This guidance became effective on January 1, 2016 and did not have a material effect on our condensed consolidated financial statements. In July 2015, the FASB issued accounting guidance that requires inventory to be measured at the lower of cost and net realizable value. The scope of this guidance excludes inventory measured using the last-in first-out method or the retail inventory method. This new requirement will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and is to be applied prospectively. Early adoption is permitted. We do not expect this guidance to have a significant impact on our financial statements. In February 2016, the FASB issued accounting guidance that requires assets and liabilities arising from leases to be recorded on the balance sheet. Additional disclosures are required regarding the amount, timing, and uncertainty of cash flows from leases. This new guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and is to be applied using a modified retrospective approach. Early adoption is permitted. The impact of this new requirement on our financial statements is being assessed and is not yet known. In March 2016, the FASB issued accounting guidance that simplifies several aspects of the accounting for share-based payment awards. Among other things, this guidance requires all tax effects related to share-based payment awards to be recognized as income tax expense or benefit on the income statement, thus eliminating all additional paid-in capital pools. An entity should recognize excess tax benefits regardless of whether the benefit reduces income taxes payable in the current period. For interim reporting purposes, excess tax benefits and tax deficiencies should be accounted for as discrete items in the reporting period in which they occur. Additionally, this new guidance requires all tax related cash flows resulting from share-based payments to be presented as an operating activity on the statement of cash flows rather than as a financing activity. This guidance will be effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The impact of this new requirement on our financial statements is being assessed and is not yet known. In August 2016, the FASB issued accounting guidance which clarifies the proper presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The new guidance addresses cash flow issues including, but not limited to, debt prepayment or debt extinguishment costs and distributions received from equity method investments. This guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and is to be applied on a retrospective basis. Early adoption is permitted. We do not expect this guidance to have a significant impact on our financial statements. |
Recently Issued Accounting Pr26
Recently Issued Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting guidance designed to enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The core principle of the guidance is that revenue recognized from a transaction or event that arises from a contract with a customer should reflect the consideration to which an entity expects to be entitled in exchange for goods or services provided. To achieve that core principle the new guidance sets forth a five-step revenue recognition model that will need to be applied consistently to all contracts with customers, except those that are within the scope of other topics in the ASC. Also required are new disclosures to help users of financial statements better understand the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. The new disclosures include qualitative and quantitative information about contracts with customers, significant judgments made in applying the revenue guidance, and assets recognized related to the costs to obtain or fulfill a contract. In March 2016 and April 2016, the FASB issued amendments to this new guidance that provides clarification about principal versus agent considerations, identification of performance obligations and accounting for the licensing of intellectual property. In addition, in May 2016, the FASB issued an amendment to the guidance that provides clarification about collectibility, noncash consideration, presentation of sales tax, and transition. These new requirements become effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted for annual and interim reporting periods beginning after December 15, 2016. The impact of these new requirements on our financial statements is being assessed and is not yet known. In February 2015, the FASB issued accounting guidance that changes the analysis that reporting entities must perform to determine whether certain types of legal entities should be consolidated. Specifically, the amendments affect (a) limited partnerships and similar legal entities; (b) the consolidation analysis of reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships; and (c) certain investment funds. These amendments became effective on January 1, 2016 and did not have a material effect on our condensed consolidated financial statements. In April and August 2015, the FASB issued accounting guidance that changes the balance sheet presentation of debt issuance costs (except for debt issuance costs related to line-of-credit arrangements). The guidance requires debt issuance costs relating to a recognized debt liability to be presented as a direct deduction from the carrying amount of the associated debt liability in the balance sheet. This new requirement became effective on January 1, 2016. See Note 10, “Long-Term Debt” for additional information. In April 2015, the FASB issued accounting guidance that, among other things, provides for a practical expedient related to interim period remeasurements of defined benefit plan assets and obligations. The practical expedient permits entities to remeasure plan assets and obligations using the month-end that is closest to the date of the actual event. Disclosure of such election and related month-end remeasurement date is required. This guidance became effective on January 1, 2016 and did not have a material effect on our condensed consolidated financial statements. In April 2015, the FASB issued accounting guidance which clarifies the proper method of accounting for fees paid in a cloud computing arrangement. The guidance requires software licenses included in a cloud computing arrangement to be accounted for consistently with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. This guidance became effective on January 1, 2016 and did not have a material effect on our condensed consolidated financial statements. In May 2015, the FASB issued accounting guidance for which investments measured at net asset value per share (or its equivalent) using the practical expedient should no longer be categorized within the fair value hierarchy. Although removed from the fair value hierarchy, disclosure of the nature, risks and amount of investments for which fair value is measured using the practical expedient is still required. This guidance became effective on January 1, 2016 and did not have a material effect on our condensed consolidated financial statements. In July 2015, the FASB issued accounting guidance that requires inventory to be measured at the lower of cost and net realizable value. The scope of this guidance excludes inventory measured using the last-in first-out method or the retail inventory method. This new requirement will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and is to be applied prospectively. Early adoption is permitted. We do not expect this guidance to have a significant impact on our financial statements. In February 2016, the FASB issued accounting guidance that requires assets and liabilities arising from leases to be recorded on the balance sheet. Additional disclosures are required regarding the amount, timing, and uncertainty of cash flows from leases. This new guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and is to be applied using a modified retrospective approach. Early adoption is permitted. The impact of this new requirement on our financial statements is being assessed and is not yet known. In March 2016, the FASB issued accounting guidance that simplifies several aspects of the accounting for share-based payment awards. Among other things, this guidance requires all tax effects related to share-based payment awards to be recognized as income tax expense or benefit on the income statement, thus eliminating all additional paid-in capital pools. An entity should recognize excess tax benefits regardless of whether the benefit reduces income taxes payable in the current period. For interim reporting purposes, excess tax benefits and tax deficiencies should be accounted for as discrete items in the reporting period in which they occur. Additionally, this new guidance requires all tax related cash flows resulting from share-based payments to be presented as an operating activity on the statement of cash flows rather than as a financing activity. This guidance will be effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The impact of this new requirement on our financial statements is being assessed and is not yet known. In August 2016, the FASB issued accounting guidance which clarifies the proper presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The new guidance addresses cash flow issues including, but not limited to, debt prepayment or debt extinguishment costs and distributions received from equity method investments. This guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and is to be applied on a retrospective basis. Early adoption is permitted. We do not expect this guidance to have a significant impact on our financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) - Rockwood Holdings, Inc. | 9 Months Ended |
Sep. 30, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the allocation of the purchase price paid and the amounts of assets acquired and liabilities assumed for the Rockwood acquisition based upon estimated fair values at the date of acquisition (in thousands): Total purchase price $ 5,725,321 Net assets acquired: Cash and cash equivalents $ 1,555,139 Trade and other accounts receivable 262,947 Inventories 290,496 Other current assets 86,267 Property, plant and equipment 1,383,480 Investments 529,453 Other assets 25,538 Definite-lived intangible assets: Patents and technology 227,840 Trade names and trademarks 234,610 Customer lists and relationships 1,280,142 Indefinite-lived intangible assets: Trade names and trademarks 104,380 Other 26,670 Current liabilities (406,532 ) Long-term debt (1,319,132 ) Pension benefits (316,086 ) Other noncurrent liabilities (195,052 ) Deferred income taxes (845,884 ) Noncontrolling interests (17,582 ) Total identifiable net assets 2,906,694 Goodwill 2,818,627 Total net assets acquired (a) $ 5,725,321 (a) Total net assets acquired includes amounts for the Chemetall Surface Treatment business, which is reported as discontinued operations. See Note 3, “Divestitures,” for additional information. |
Business Acquisition, Pro Forma Information | Unaudited Pro Forma Financial Information The following unaudited pro forma results of operations of the Company for the three-month and nine-month periods ended September 30, 2015 assume that the Merger occurred on January 1, 2015. The pro forma amounts include certain adjustments, including interest expense, depreciation, amortization expense and income taxes. The pro forma amounts are also adjusted to exclude approximately $41.8 million and $120.5 million , respectively, of nonrecurring acquisition and integration related costs, and approximately $16.8 million and $102.3 million , respectively, of charges related to the utilization of the inventory markup as further described in Note 12, “Segment Information.” The pro forma results do not include adjustments related to cost savings or other synergies anticipated as a result of the Merger. In addition, the pro forma amounts are not adjusted to reflect the Chemetall Surface Treatment business as discontinued operations. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred as of January 1, 2015, nor are they necessarily indicative of future results of operations. Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (in thousands, except per share amounts) Pro forma Net sales $ 905,093 $ 2,754,312 Pro forma Net income $ 111,211 $ 335,602 Pro forma Net income per share: Basic $ 0.99 $ 3.03 Diluted $ 0.99 $ 3.02 |
Divestitures Divestitures (Tabl
Divestitures Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The carrying amounts of the major classes of assets and liabilities of these businesses classified as held for sale at December 31, 2015 , were as follows (in thousands): December 31, 2015 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 The major components of Income (loss) from discontinued operations (net of tax) for the three-month and nine-month periods ended September 30, 2016 and 2015 were as follows (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Net sales $ 211,347 $ 211,877 $ 637,889 $ 617,163 Cost of goods sold 100,061 118,712 333,832 368,381 Operating expenses, net 70,604 66,280 203,052 187,536 Interest and financing expenses (a) 9,864 12,763 29,912 38,792 Other expenses (income), net 134 (656 ) (1,636 ) (3,011 ) Income before income taxes 30,684 14,778 72,729 25,465 Income tax expense (b) 7,499 3,748 430,572 6,391 Income (loss) from discontinued operations (net of tax) $ 23,185 $ 11,030 $ (357,843 ) $ 19,074 (a) Interest and financing expenses included the allocation of interest expense not directly attributable to other operations as well as interest expense related to debt to be assumed by the buyer. The allocation of interest expense to discontinued operations was based on the ratio of net assets held for sale to the sum of total net assets plus consolidated debt. (b) Income tax expense for the nine-month period ended September 30, 2016 included a discrete non-cash charge of ($381.5) million due to a change in the Company’s assertion over book and tax basis differences related to a U.S. entity being sold. In addition, Income tax expense for the three-month and nine-month periods ended September 30, 2016 included discrete non-cash benefits (charges) of $5.4 million and ($29.8) million , respectively, related to a change in the Company’s assertion over reinvestment of foreign undistributed earnings. The associated liability of $411.3 million has been recorded in Deferred income taxes on the condensed consolidated balance sheets as of September 30, 2016. Upon completion of the sale, the buyer will not assume these outside basis differences, thus the liability is ultimately the responsibility of the Company, and as such, this amount is not recorded as a Liability held for sale. The sale is expected to close in the fourth quarter of 2016, at which time any difference between the sales price and the proportionate carrying value of the interests being sold would be recognized. The carrying amounts of the major classes of assets and liabilities for the Chemetall Surface Treatment business classified as held for sale at September 30, 2016 and December 31, 2015 , were as follows (in thousands): September 30, December 31, 2016 2015 Assets Current assets $ 255,577 $ 237,447 Net property, plant and equipment 164,860 163,643 Goodwill 1,456,214 1,433,259 Other intangibles, net of amortization 1,328,799 1,349,179 All other noncurrent assets 25,143 25,374 Assets held for sale $ 3,230,593 $ 3,208,902 Liabilities Current liabilities $ 135,735 $ 200,892 Deferred income taxes 355,368 351,465 All other noncurrent liabilities 111,319 112,742 Liabilities held for sale $ 602,422 $ 665,099 Depreciation and amortization and capital expenditures from discontinued operations for the nine -month periods ended September 30, 2016 and 2015 were as follows (in thousands): Nine Months Ended 2016 2015 Depreciation and amortization $ 35,194 $ 57,567 Capital expenditures $ 15,525 $ 11,521 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill | The following table summarizes the changes in goodwill by reportable segment for the nine months ended September 30, 2016 (in thousands): Lithium and Advanced Materials Bromine Specialties Refining Solutions All Other Total Balance at December 31, 2015 (a)(b) $ 1,267,505 $ 20,319 $ 172,728 $ — $ 1,460,552 Acquisition of Rockwood (c) (1,706 ) — — — (1,706 ) Reclass from assets held for sale (d) — — — 6,586 6,586 Foreign currency translation adjustments 14,169 — 4,581 — 18,750 Balance at September 30, 2016 (b) $ 1,279,968 $ 20,319 $ 177,309 $ 6,586 $ 1,484,182 (a) The December 31, 2015 balances have been recast to reflect a change in segments. See Note 12, “Segment Information, ” for further details. (b) As of September 30, 2016 and December 31, 2015 , $1.5 billion of Goodwill was classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. (c) Represents final purchase price adjustments for the Rockwood acquisition recorded in the nine-month period ended September 30, 2016 . Excludes $3.2 million of final purchase price adjustments for businesses reported as discontinued operations . (d) Represents Goodwill of the fine chemistry services business, which was reported in Assets held for sale on the condensed consolidated balance sheets as of December 31, 2015 . See Note 3, “Divestitures,” for additional information. |
Other Intangibles | The following table summarizes the changes in other intangibles and related accumulated amortization for the nine months ended September 30, 2016 (in thousands): Customer Lists and Relationships Trade Names and Trademarks (a) Patents and Technology Other Total Gross Asset Value Balance at December 31, 2015 $ 398,725 $ 16,923 $ 40,144 $ 17,779 $ 473,571 Reclass from assets held for sale (b) — — — 1,454 1,454 Foreign currency translation adjustments and other 11,720 170 (241 ) 155 11,804 Balance at September 30, 2016 $ 410,445 $ 17,093 $ 39,903 $ 19,388 $ 486,829 Accumulated Amortization Balance at December 31, 2015 $ (32,656 ) $ (8,086 ) $ (32,008 ) $ (16,953 ) $ (89,703 ) Amortization (13,489 ) — (434 ) (327 ) (14,250 ) Reclass from assets held for sale (b) — — — (1,322 ) (1,322 ) Foreign currency translation adjustments and other (731 ) (61 ) (245 ) (149 ) (1,186 ) Balance at September 30, 2016 $ (46,876 ) $ (8,147 ) $ (32,687 ) $ (18,751 ) $ (106,461 ) Net Book Value at December 31, 2015 (c) $ 366,069 $ 8,837 $ 8,136 $ 826 $ 383,868 Net Book Value at September 30, 2016 (c) $ 363,569 $ 8,946 $ 7,216 $ 637 $ 380,368 (a) Included in Trade Names and Trademarks were indefinite-lived intangible assets with a gross carrying amount of $8.8 million and $8.7 million at September 30, 2016 and December 31, 2015 , respectively. (b) Represents Other intangibles and related amortization of the fine chemistry services business, which was reported in Assets held for sale on the condensed consolidated balance sheets as of December 31, 2015 . See Note 3 “Divestitures,” for additional information. (c) As of September 30, 2016 and December 31, 2015 , $1.3 billion and $1.4 billion , respectively, of Other intangibles, net of amortization were classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3 “Divestitures,” for additional information. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earning Per Share | Basic and diluted earnings per share from continuing operations for the three-month and nine-month periods ended September 30, 2016 and 2015 are calculated as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Basic earnings per share from continuing operations Numerator: Net income from continuing operations $ 114,512 $ 59,842 $ 428,334 $ 158,313 Net income from continuing operations attributable to noncontrolling interests (9,477 ) (5,447 ) (28,906 ) (16,680 ) Net income from continuing operations attributable to Albemarle Corporation $ 105,035 $ 54,395 $ 399,428 $ 141,633 Denominator: Weighted-average common shares for basic earnings per share 112,429 112,202 112,343 110,840 Basic earnings per share from continuing operations $ 0.93 $ 0.48 $ 3.56 $ 1.28 Diluted earnings per share from continuing operations Numerator: Net income from continuing operations $ 114,512 $ 59,842 $ 428,334 $ 158,313 Net income from continuing operations attributable to noncontrolling interests (9,477 ) (5,447 ) (28,906 ) (16,680 ) Net income from continuing operations attributable to Albemarle Corporation $ 105,035 $ 54,395 $ 399,428 $ 141,633 Denominator: Weighted-average common shares for basic earnings per share 112,429 112,202 112,343 110,840 Incremental shares under stock compensation plans 1,019 342 788 365 Weighted-average common shares for diluted earnings per share 113,448 112,544 113,131 111,205 Diluted earnings per share from continuing operations $ 0.93 $ 0.48 $ 3.53 $ 1.27 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Breakdown of Inventories | The following table provides a breakdown of inventories at September 30, 2016 and December 31, 2015 (in thousands): September 30, December 31, 2016 2015 Finished goods $ 335,694 $ 264,025 Raw materials and work in process (a) 117,955 122,038 Stores, supplies and other 51,335 53,450 Total inventories (b) $ 504,984 $ 439,513 (a) Included $45.9 million and $39.1 million at September 30, 2016 and December 31, 2015 , respectively, of work in process related to the Lithium product category. (b) As of September 30, 2016 and December 31, 2015 , $74.5 million and $162.8 million , respectively, of inventories were classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term debt at September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, 2016 2015 Term loan facilities, net of unamortized debt issuance costs of $2,008 at September 30, 2016 and $2,833 at December 31, 2015 $ 866,992 $ 1,247,167 1.875% Senior notes, net of unamortized discount and debt issuance costs of $8,826 at September 30, 2016 and $9,904 at December 31, 2015 776,784 759,151 3.00% Senior notes, net of unamortized discount and debt issuance costs of $1,396 at September 30, 2016 and $1,726 at December 31, 2015 248,604 248,274 4.15% Senior notes, net of unamortized discount and debt issuance costs of $3,981 at September 30, 2016 and $4,346 at December 31, 2015 421,019 420,654 4.50% Senior notes, net of unamortized discount and debt issuance costs of $2,531 at September 30, 2016 and $2,982 at December 31, 2015 347,469 347,018 5.45% Senior notes, net of unamortized discount and debt issuance costs of $4,352 at September 30, 2016 and $4,468 at December 31, 2015 345,648 345,532 Commercial paper notes 400,851 351,349 Variable-rate foreign bank loans 41,935 77,452 Variable-rate domestic bank loans — 20,479 Miscellaneous 30 81 Total long-term debt (a) 3,449,332 3,817,157 Less amounts due within one year 400,892 674,994 Long-term debt, less current portion $ 3,048,440 $ 3,142,163 (a) As of September 30, 2016 and December 31, 2015 , $16.5 million and $20.3 million , respectively, of long-term debt was classified as Liabilities held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Activity in Recorded Environmental Liabilities | We had the following activity in our recorded environmental liabilities for the nine months ended September 30, 2016 , as follows (in thousands): Beginning balance at December 31, 2015 (a) $ 31,436 Expenditures (2,013 ) Accretion of discount 596 Additions and revisions of estimates 1,055 Foreign currency translation adjustments and other 2,572 Ending balance at September 30, 2016 (a) 33,646 Less amounts reported in Accrued expenses 3,051 Amounts reported in Other noncurrent liabilities $ 30,595 (a) As of September 30, 2016 and December 31, 2015 , $3.9 million of environmental liabilities were classified as Liabilities held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Reportable Segments Summarized Financial Information | Three Months Ended Nine Months Ended 2016 2015 2016 2015 (In thousands) Net sales: Lithium and Advanced Materials $ 240,424 $ 208,820 $ 689,950 $ 620,597 Bromine Specialties 194,496 190,716 597,912 604,267 Refining Solutions 190,453 185,102 539,044 528,841 All Other 28,272 102,224 150,987 337,997 Corporate 365 6,354 2,655 12,117 Total net sales $ 654,010 $ 693,216 $ 1,980,548 $ 2,103,819 Adjusted EBITDA: Lithium and Advanced Materials $ 91,719 $ 77,408 $ 260,861 $ 234,988 Bromine Specialties 51,807 58,801 179,977 180,431 Refining Solutions 64,960 54,517 181,620 144,910 All Other 5,470 6,262 14,810 29,540 Corporate (25,627 ) (16,307 ) (66,435 ) (8,350 ) Total adjusted EBITDA $ 188,329 $ 180,681 $ 570,833 $ 581,519 See below for a reconciliation of adjusted EBITDA, the non-GAAP financial measure, to Net income (loss) attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP, (in thousands): Lithium and Advanced Materials Bromine Specialties Refining Solutions Reportable Segments Total All Other Corporate Consolidated Total Three months ended September 30, 2016 Net income (loss) attributable to Albemarle Corporation $ 66,166 $ 41,621 $ 55,981 $ 163,768 $ 3,806 $ (39,354 ) $ 128,220 Depreciation and amortization 25,553 10,186 8,979 44,718 1,664 1,592 47,974 Acquisition and integration related costs (a) — — — — — 6,749 6,749 Interest and financing expenses — — — — — 15,946 15,946 Income tax expense — — — — — 12,394 12,394 Income from discontinued operations (net of tax) — — — — — (23,185 ) (23,185 ) Non-operating pension and OPEB items — — — — — (231 ) (231 ) Other (b) — — — — — 462 462 Adjusted EBITDA $ 91,719 $ 51,807 $ 64,960 $ 208,486 $ 5,470 $ (25,627 ) $ 188,329 Three months ended September 30, 2015 Net income (loss) attributable to Albemarle Corporation $ 38,498 $ 49,395 $ 45,713 $ 133,606 $ 617 $ (68,831 ) $ 65,392 Depreciation and amortization 22,076 9,406 8,804 40,286 5,645 2,712 48,643 Utilization of inventory markup (c) 16,834 — — 16,834 — — 16,834 Restructuring and other, net (d) — — — — — (6,804 ) (6,804 ) Acquisition and integration related costs (a) — — — — — 36,514 36,514 Interest and financing expenses — — — — — 19,294 19,294 Income tax expense — — — — — 13,144 13,144 Income from discontinued operations (net of tax) — — — — — (11,030 ) (11,030 ) Non-operating pension and OPEB items — — — — — (1,306 ) (1,306 ) Adjusted EBITDA $ 77,408 $ 58,801 $ 54,517 $ 190,726 $ 6,262 $ (16,307 ) $ 180,681 Nine months ended September 30, 2016 Net income (loss) attributable to Albemarle Corporation $ 186,373 $ 150,221 $ 154,767 $ 491,361 $ 133,012 $ (582,788 ) $ 41,585 Depreciation and amortization 74,488 29,756 26,853 131,097 5,629 4,562 141,288 (Gain) loss on sales of businesses, net (e) — — — — (123,831 ) 1,533 (122,298 ) Acquisition and integration related costs (a) — — — — — 44,337 44,337 Interest and financing expenses — — — — — 46,860 46,860 Income tax expense — — — — — 61,535 61,535 Loss from discontinued operations (net of tax) — — — — — 357,843 357,843 Non-operating pension and OPEB items — — — — — (779 ) (779 ) Other (b) — — — — — 462 462 Adjusted EBITDA $ 260,861 $ 179,977 $ 181,620 $ 622,458 $ 14,810 $ (66,435 ) $ 570,833 Nine months ended September 30, 2015 Net income (loss) attributable to Albemarle Corporation $ 88,219 $ 154,353 $ 119,513 $ 362,085 $ 9,644 $ (211,075 ) $ 160,654 Depreciation and amortization 67,530 26,078 25,397 119,005 16,867 6,933 142,805 Utilization of inventory markup (c) 79,239 — — 79,239 3,029 — 82,268 Restructuring and other, net (d) — — — — — (6,804 ) (6,804 ) Acquisition and integration related costs (a) — — — — — 117,171 117,171 Interest and financing expenses — — — — — 62,193 62,193 Income tax expense — — — — — 41,780 41,780 Income from discontinued operations (net of tax) — — — — — (19,074 ) (19,074 ) Non-operating pension and OPEB items — — — — — (3,915 ) (3,915 ) Other (f) — — — — — 4,441 4,441 Adjusted EBITDA $ 234,988 $ 180,431 $ 144,910 $ 560,329 $ 29,540 $ (8,350 ) $ 581,519 (a) See Note 2, “Acquisitions,” for additional information. (b) Includes the write-off of fixed assets of $1.4 million included in Research and development expenses, partially offset by a net gain of $0.9 million on the sales of properties included in Other income, net. (c) 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 $103.4 million . The inventory markup was expensed over the estimated remaining selling period. For the three-month and nine-month periods ended September 30, 2015 , $7.7 million and $55.4 million , respectively, was included in Cost of goods sold, and Equity in net income of unconsolidated investments was reduced by $9.1 million and $26.9 million , respectively, related to the utilization of the inventory markup. (d) Gain recognized upon the sale of land in Avonmouth, UK, which was utilized by the phosphorus flame retardants business we exited in 2012. (e) See Note 3, “Divestitures,” for additional information. (f) Financing-related fees expensed in connection with the acquisition of Rockwood. |
Pension Plans and Other Postr35
Pension Plans and Other Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Domestic and Foreign Pension and Postretirement Defined Benefit Plans | The components of pension and postretirement benefits cost (credit) from continuing operations for the three-month and nine-month periods ended September 30, 2016 and 2015 were as follows (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Pension Benefits Cost (Credit): Service cost $ 842 $ 1,301 $ 3,123 $ 3,927 Interest cost 9,115 9,228 27,978 27,479 Expected return on assets (9,920 ) (11,111 ) (30,429 ) (33,076 ) Actuarial gain — — (50 ) (51 ) Amortization of prior service benefit 230 30 698 89 Total net pension benefits cost (credit) $ 267 $ (552 ) $ 1,320 $ (1,632 ) Postretirement Benefits Cost (Credit): Service cost $ 29 $ 36 $ 86 $ 107 Interest cost 620 643 1,862 1,930 Expected return on assets (46 ) (66 ) (140 ) (197 ) Amortization of prior service benefit (24 ) (24 ) (72 ) (72 ) Total net postretirement benefits cost $ 579 $ 589 $ 1,736 $ 1,768 Total net pension and postretirement benefits cost (a) $ 846 $ 37 $ 3,056 $ 136 (a) For the three-month and nine-month periods ended September 30, 2016 , $3.7 million and $4.9 million , respectively, of net pension and postretirement benefits cost are included in Income (loss) from discontinued operations (net of tax) in the consolidated statements of income. For the three-month and nine-month periods ended September 30, 2015 , $0.8 million and ($0.4) million , respectively, of net pension and postretirement benefits cost (credit) are included in Income (loss) from discontinued operations (net of tax) in the consolidated statements of income. See Note 3, “Divestitures,” for additional information. |
Fair Value of Financial Instr36
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Long-Term Debt | The carrying value of our remaining long-term debt reported in the accompanying condensed consolidated balance sheets approximates fair value as substantially all of such debt bears interest based on prevailing variable market rates currently available in the countries in which we have borrowings. September 30, 2016 December 31, 2015 Recorded Amount Fair Value Recorded Amount Fair Value (In thousands) Long-term debt $ 3,464,193 $ 3,638,142 $ 3,834,217 $ 3,793,179 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Accounted for at Fair Value on Recurring Basis | The following tables set forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 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) $ 21,146 $ 21,146 $ — $ — Private equity securities (b) $ 5,542 $ 35 $ — $ 5,507 Liabilities: Obligations under executive deferred compensation plan (a) $ 21,146 $ 21,146 $ — $ — Foreign currency forward contracts (c) $ 183 $ — $ 183 $ — 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 Liabilities: Obligations under executive deferred compensation plan (a) $ 21,631 $ 21,631 $ — $ — Foreign currency forward contracts (c) $ 250 $ — $ 250 $ — (a) We maintain an Executive Deferred Compensation Plan (“EDCP”) that was adopted in 2001 and subsequently amended. The purpose of the EDCP is to provide current tax planning opportunities as well as supplemental funds upon the retirement or death of certain of our employees. The EDCP is intended to aid in attracting and retaining employees of exceptional ability by providing them with these benefits. We also maintain a Benefit Protection Trust (the “Trust”), 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 accounting guidance. The assets of the Trust consist primarily of mutual fund investments (which are accounted for as trading securities and are marked-to-market on a monthly basis through the consolidated statements of income) and cash and cash equivalents. As such, these assets and obligations are classified within Level 1. (b) Primarily consists of private equity securities classified as available-for-sale and are reported in Investments in the condensed consolidated balance sheets. The changes in fair value are reported in Other income, net, in our consolidated statements of income. Holdings in private equity securities are typically valued using the net asset valuations provided by the underlying private investment companies and as such are classified within Level 3. (c) As a result of our global operating and financing activities, we are exposed to market risks from changes in foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, we minimize our risks from foreign currency exchange rate fluctuations through the use of foreign currency forward contracts. Unless otherwise noted, these derivative financial instruments are not designated as hedging instruments under ASC 815, Derivatives and Hedging . The foreign currency forward contracts are valued using broker quotations or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within Level 2. The following table presents the fair value reconciliation of Level 3 assets measured at fair value on a recurring basis for the periods indicated (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Beginning balance $ 2,573 $ 1,772 $ 2,595 $ 1,785 Total unrealized gains included in earnings relating to assets still held at the reporting date 2,934 836 2,912 823 Ending balance $ 5,507 $ 2,608 $ 5,507 $ 2,608 |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive (Loss) Income (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Components and Activity in Accumulated Other Comprehensive (Loss) Income Net of Deferred Income Taxes | The components and activity in Accumulated other comprehensive (loss) income (net of deferred income taxes) consisted of the following during the periods indicated below (in thousands): Foreign Currency Translation Pension and Postretirement Benefits (a) Net Investment Hedge Interest Rate Swap (b) Total Three months ended September 30, 2016 Balance at June 30, 2016 $ (416,636 ) $ (338 ) $ 59,328 $ (17,810 ) $ (375,456 ) Other comprehensive income (loss) before reclassifications (c) 47,712 — (7,395 ) — 40,317 Amounts reclassified from accumulated other comprehensive (loss) income — 206 — 525 731 Other comprehensive income (loss), net of tax 47,712 206 (7,395 ) 525 41,048 Other comprehensive income attributable to noncontrolling interests (23 ) — — — (23 ) Balance at September 30, 2016 $ (368,947 ) $ (132 ) $ 51,933 $ (17,285 ) $ (334,431 ) Three months ended September 30, 2015 Balance at June 30, 2015 $ (351,001 ) $ 4 $ 54,500 $ (19,909 ) $ (316,406 ) Other comprehensive loss before reclassifications (67,526 ) — (3,407 ) — (70,933 ) Amounts reclassified from accumulated other comprehensive (loss) income — 2 — 527 529 Other comprehensive (loss) income, net of tax (67,526 ) 2 (3,407 ) 527 (70,404 ) Other comprehensive loss attributable to noncontrolling interests 397 — — — 397 Balance at September 30, 2015 $ (418,130 ) $ 6 $ 51,093 $ (19,382 ) $ (386,413 ) Nine months ended September 30, 2016 Balance at December 31, 2015 $ (463,914 ) $ (758 ) $ 62,245 $ (18,861 ) $ (421,288 ) Other comprehensive income (loss) before reclassifications 95,425 — (10,312 ) — 85,113 Amounts reclassified from accumulated other comprehensive (loss) income — 626 — 1,576 2,202 Other comprehensive income (loss), net of tax 95,425 626 (10,312 ) 1,576 87,315 Other comprehensive income attributable to noncontrolling interests (458 ) — — — (458 ) Balance at September 30, 2016 $ (368,947 ) $ (132 ) $ 51,933 $ (17,285 ) $ (334,431 ) Nine months ended September 30, 2015 Balance at December 31, 2014 $ (52,835 ) $ — $ 11,384 $ (20,962 ) $ (62,413 ) Other comprehensive (loss) income before reclassifications (365,870 ) — 39,709 — (326,161 ) Amounts reclassified from accumulated other comprehensive (loss) income 27 6 — 1,580 1,613 Other comprehensive (loss) income, net of tax (365,843 ) 6 39,709 1,580 (324,548 ) Other comprehensive loss attributable to noncontrolling interests 548 — — — 548 Balance at September 30, 2015 $ (418,130 ) $ 6 $ 51,093 $ (19,382 ) $ (386,413 ) (a) 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 13, “Pension Plans and Other Postretirement Benefits.” (b) The pre-tax portion of amounts reclassified from accumulated other comprehensive (loss) income is included in interest expense. (c) Foreign currency translation includes an adjustment of $12.5 million to reduce our investment in the Windfield Holdings Pty Ltd joint venture related to the three month period ended March 31, 2016. See Note 1, “Basis of Presentation,” for further details. |
Amount of Income Tax (Expense) Benefit Allocated to Component of Other Comprehensive Income (Loss) | The amount of income tax expense allocated to each component of Other comprehensive income (loss) for the three-month and nine-month periods ended September 30, 2016 and 2015 is provided in the following tables (in thousands): Three Months Ended September 30, 2016 2015 Foreign Currency Translation Pension and Postretirement Benefits Net Investment Hedge Interest Rate Swap Foreign Currency Translation Pension and Postretirement Benefits Net Investment Hedge Interest Rate Swap Other comprehensive income (loss), before tax $ 47,787 $ 209 $ (11,740 ) $ 834 $ (66,582 ) $ 6 $ (5,394 ) $ 834 Income tax (expense) benefit (75 ) (3 ) 4,345 (309 ) (944 ) (4 ) 1,987 (307 ) Other comprehensive income (loss), net of tax $ 47,712 $ 206 $ (7,395 ) $ 525 $ (67,526 ) $ 2 $ (3,407 ) $ 527 Nine Months Ended September 30, 2016 2015 Foreign Currency Translation Pension and Postretirement Benefits Net Investment Hedge Interest Rate Swap Foreign Currency Translation Pension and Postretirement Benefits Net Investment Hedge Interest Rate Swap Other comprehensive income (loss), before tax $ 96,326 $ 635 $ (16,371 ) $ 2,502 $ (394,911 ) $ 17 $ 62,876 $ 2,502 Income tax (expense) benefit (901 ) (9 ) 6,059 (926 ) 29,068 (11 ) (23,167 ) (922 ) Other comprehensive income (loss), net of tax $ 95,425 $ 626 $ (10,312 ) $ 1,576 $ (365,843 ) $ 6 $ 39,709 $ 1,580 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Our condensed consolidated financial statements include sales to and purchases from unconsolidated affiliates in the ordinary course of business as follows (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Sales to unconsolidated affiliates $ 5,047 $ 5,738 $ 19,452 $ 19,744 Purchases from unconsolidated affiliates 30,591 42,698 93,372 95,837 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation- Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Variable Interest Entity [Line Items] | ||||
Foreign currency translation adjustment | $ 47,712 | $ (67,526) | $ 95,425 | $ (365,843) |
Windfield Holdings | ||||
Variable Interest Entity [Line Items] | ||||
Foreign currency translation adjustment | $ 12,500 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 12, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | [2] | |
Business Acquisition [Line Items] | |||||||
Goodwill | [1] | $ 1,484,182 | $ 1,460,552 | ||||
Rockwood Holdings, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase price | $ 5,725,321 | ||||||
Cash and cash equivalents | 1,555,139 | ||||||
Trade and other accounts receivable | 262,947 | ||||||
Inventories | 290,496 | ||||||
Other current assets | 86,267 | ||||||
Property, plant and equipment | 1,383,480 | ||||||
Investments | 529,453 | ||||||
Other assets | 25,538 | ||||||
Current liabilities | (406,532) | ||||||
Long-term debt | (1,319,132) | ||||||
Pension benefits | (316,086) | ||||||
Other noncurrent liabilities | (195,052) | ||||||
Deferred income taxes | (845,884) | ||||||
Noncontrolling interests | (17,582) | ||||||
Total identifiable net assets | 2,906,694 | ||||||
Goodwill | 2,818,627 | ||||||
Total net assets acquired | [3] | 5,725,321 | |||||
Pro forma Net sales | $ 905,093 | $ 2,754,312 | |||||
Pro forma Net income | $ 111,211 | $ 335,602 | |||||
Pro forma Net income from continuing operations per share: Basic (in dollars per share) | $ 0.99 | $ 3.03 | |||||
Pro forma Net income from continuing operations per share: Diluted (in dollars per share) | $ 0.99 | $ 3.02 | |||||
Rockwood Holdings, Inc. | Trade names and trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Indefinite-lived intangible assets | 104,380 | ||||||
Rockwood Holdings, Inc. | Other | |||||||
Business Acquisition [Line Items] | |||||||
Indefinite-lived intangible assets | 26,670 | ||||||
Rockwood Holdings, Inc. | Patents and technology | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets | 227,840 | ||||||
Rockwood Holdings, Inc. | Trade names and trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets | 234,610 | ||||||
Rockwood Holdings, Inc. | Customer lists and relationships | |||||||
Business Acquisition [Line Items] | |||||||
Definite-lived intangible assets | $ 1,280,142 | ||||||
[1] | As of September 30, 2016 and December 31, 2015, $1.5 billion of Goodwill was classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. | ||||||
[2] | The December 31, 2015 balances have been recast to reflect a change in segments. See Note 12, “Segment Information,” for further details. | ||||||
[3] | Total net assets acquired includes amounts for the Chemetall Surface Treatment business, which is reported as discontinued operations. See Note 3, “Divestitures,” for additional information. |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Jan. 12, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | [2] | |
Business Acquisition [Line Items] | |||||||||
Goodwill | [1] | $ 1,484,182 | $ 1,484,182 | $ 1,484,182 | $ 1,460,552 | ||||
Acquisition and integration related costs | 6,749 | $ 36,514 | 44,337 | $ 117,171 | |||||
Rockwood Holdings, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase price | $ 5,725,321 | ||||||||
Goodwill | $ 2,818,627 | ||||||||
Change in purchase price allocation, goodwill | 1,500 | $ 193,800 | |||||||
Acquisition and integration related costs | 6,300 | 35,500 | 42,400 | 111,200 | |||||
Acquired finite-lived intangible assets, weighted average useful life | 23 years | ||||||||
Utilization of inventory markup | 16,800 | 102,300 | |||||||
Other significant projects | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition and integration related costs | $ 400 | 1,000 | 1,900 | 6,000 | |||||
Patents and technology | Rockwood Holdings, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired finite-lived intangible assets, weighted average useful life | 20 years | ||||||||
Trade names and trademarks | Rockwood Holdings, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired finite-lived intangible assets, weighted average useful life | 20 years | ||||||||
Customer lists and relationships | Rockwood Holdings, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired finite-lived intangible assets, weighted average useful life | 24 years | ||||||||
Cost of Sales | Rockwood Holdings, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition measurement period adjustments | 200 | ||||||||
Utilization of inventory markup | 7,700 | 55,400 | |||||||
(Loss) Income from Discontinued Operations, Net of Tax | Rockwood Holdings, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition measurement period adjustments | $ 4,100 | ||||||||
Acquisition and integrated related costs | Rockwood Holdings, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition and integration related costs | $ 41,800 | $ 120,500 | |||||||
[1] | As of September 30, 2016 and December 31, 2015, $1.5 billion of Goodwill was classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. | ||||||||
[2] | The December 31, 2015 balances have been recast to reflect a change in segments. See Note 12, “Segment Information,” for further details. |
Divestitures Divestitures- Disc
Divestitures Divestitures- Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Income (loss) from discontinued operations (net of tax) | $ 23,185 | $ 11,030 | $ (357,843) | $ 19,074 | ||
Goodwill | 1,500,000 | 1,500,000 | $ 1,500,000 | |||
Other intangibles, net of amortization | 1,300,000 | 1,300,000 | 1,400,000 | |||
Chemetall Surface Treatment | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net sales | 211,347 | 211,877 | 637,889 | 617,163 | ||
Cost of goods sold | 100,061 | 118,712 | 333,832 | 368,381 | ||
Operating expenses, net | 70,604 | 66,280 | 203,052 | 187,536 | ||
Interest and financing expenses | [1] | (9,864) | (12,763) | (29,912) | (38,792) | |
Other expense, net | 134 | |||||
Other (income), net | (656) | (1,636) | (3,011) | |||
Income before income taxes | 30,684 | 14,778 | 72,729 | 25,465 | ||
Income tax expense | [2] | 7,499 | 3,748 | 430,572 | 6,391 | |
Income (loss) from discontinued operations (net of tax) | 23,185 | $ 11,030 | (357,843) | 19,074 | ||
Current assets | 255,577 | 255,577 | 237,447 | |||
Net property, plant and equipment | 164,860 | 164,860 | 163,643 | |||
Goodwill | 1,456,214 | 1,456,214 | 1,433,259 | |||
Other intangibles, net of amortization | 1,328,799 | 1,328,799 | 1,349,179 | |||
All other noncurrent assets | 25,143 | 25,143 | 25,374 | |||
Assets held for sale | 3,230,593 | 3,230,593 | 3,208,902 | |||
Current liabilities | 135,735 | 135,735 | 200,892 | |||
Deferred income taxes | 355,368 | 355,368 | 351,465 | |||
All other noncurrent liabilities | 111,319 | 111,319 | 112,742 | |||
Liabilities held for sale | $ 602,422 | 602,422 | $ 665,099 | |||
Depreciation and amortization | 35,194 | 57,567 | ||||
Capital expenditures | $ 15,525 | $ 11,521 | ||||
[1] | Interest and financing expenses included the allocation of interest expense not directly attributable to other operations as well as interest expense related to debt to be assumed by the buyer. The allocation of interest expense to discontinued operations was based on the ratio of net assets held for sale to the sum of total net assets plus consolidated debt. | |||||
[2] | Income tax expense for the nine-month period ended September 30, 2016 included a discrete non-cash charge of ($381.5) million due to a change in the Company’s assertion over book and tax basis differences related to a U.S. entity being sold. In addition, Income tax expense for the three-month and nine-month periods ended September 30, 2016 included discrete non-cash benefits (charges) of $5.4 million and ($29.8) million, respectively, related to a change in the Company’s assertion over reinvestment of foreign undistributed earnings. The associated liability of $411.3 million has been recorded in Deferred income taxes on the condensed consolidated balance sheets as of September 30, 2016. Upon completion of the sale, the buyer will not assume these outside basis differences, thus the liability is ultimately the responsibility of the Company, and as such, this amount is not recorded as a Liability held for sale. The sale is expected to close in the fourth quarter of 2016, at which time any difference between the sales price and the proportionate carrying value of the interests being sold would be recognized. |
Divestitures Divestitures - Oth
Divestitures Divestitures - Other Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Goodwill | $ 1,500,000 | $ 1,500,000 |
Other intangibles, net of amortization | $ 1,300,000 | 1,400,000 |
Assets held for sale, excluding discontinued operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
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 | |
Current liabilities | 72,756 | |
Deferred income taxes | 24,947 | |
All other noncurrent liabilities | 31,003 | |
Liabilities held for sale | $ 128,706 |
Divestitures Divestitures - Add
Divestitures Divestitures - Additional Information (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Jan. 04, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 17, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash proceeds from divestitures, net | $ 310,599 | $ 6,133 | |||||
Gain (loss) on sales of businesses, net | $ 0 | $ 0 | 122,298 | $ 0 | |||
Chemetall Surface Treatment | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash consideration | $ 3,200,000 | ||||||
Metal Sulfides Business | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash proceeds from divestitures, net | $ 137,000 | ||||||
Gain (loss) on sales of businesses, net | 11,500 | ||||||
Mineral Flame Retardants and Specialty Chemicals Businesses | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash proceeds from divestitures, net | $ 187,000 | ||||||
Gain (loss) on sales of businesses, net | 112,300 | ||||||
Magnifin Magnesiaprodukte GmbH & Co. KG | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Ownership Percentage | 50.00% | ||||||
Corporate | Wafer Reclaim | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gain (loss) on sales of businesses, net | (1,500) | ||||||
United States | Chemetall Surface Treatment | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Discrete non-cash (charge) benefit | (381,500) | ||||||
Foreign | Chemetall Surface Treatment | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Discrete non-cash (charge) benefit | $ 5,400 | (29,800) | |||||
Deferred tax liability | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Discrete non-cash (charge) benefit | $ (411,300) |
Goodwill and Other Intangible46
Goodwill and Other Intangibles Changes in Goodwill (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($) | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 1,460,552 | [1],[2] |
Reclass from assets held for sale | 6,586 | [3] |
Foreign currency translation adjustments | 18,750 | |
Balance at end of period | 1,484,182 | [1] |
All Other | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 0 | [1],[2] |
Reclass from assets held for sale | 6,586 | [3] |
Foreign currency translation adjustments | 0 | |
Balance at end of period | 6,586 | [1] |
Reportable Segments | Lithium and Advanced Materials | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 1,267,505 | [1],[2] |
Reclass from assets held for sale | 0 | [3] |
Foreign currency translation adjustments | 14,169 | |
Balance at end of period | 1,279,968 | [1] |
Reportable Segments | Bromine Specialties | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 20,319 | [1],[2] |
Reclass from assets held for sale | 0 | [3] |
Foreign currency translation adjustments | 0 | |
Balance at end of period | 20,319 | [1] |
Reportable Segments | Refining Solutions | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 172,728 | [1],[2] |
Reclass from assets held for sale | 0 | [3] |
Foreign currency translation adjustments | 4,581 | |
Balance at end of period | 177,309 | [1] |
Rockwood Holdings, Inc. | ||
Goodwill [Roll Forward] | ||
Acquisition of Rockwood | (1,706) | [4] |
Rockwood Holdings, Inc. | All Other | ||
Goodwill [Roll Forward] | ||
Acquisition of Rockwood | 0 | [4] |
Rockwood Holdings, Inc. | Reportable Segments | Lithium and Advanced Materials | ||
Goodwill [Roll Forward] | ||
Acquisition of Rockwood | (1,706) | [4] |
Rockwood Holdings, Inc. | Reportable Segments | Bromine Specialties | ||
Goodwill [Roll Forward] | ||
Acquisition of Rockwood | 0 | [4] |
Rockwood Holdings, Inc. | Reportable Segments | Refining Solutions | ||
Goodwill [Roll Forward] | ||
Acquisition of Rockwood | $ 0 | [4] |
[1] | As of September 30, 2016 and December 31, 2015, $1.5 billion of Goodwill was classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. | |
[2] | The December 31, 2015 balances have been recast to reflect a change in segments. See Note 12, “Segment Information,” for further details. | |
[3] | Represents Goodwill of the fine chemistry services business, which was reported in Assets held for sale on the condensed consolidated balance sheets as of December 31, 2015. See Note 3, “Divestitures,” for additional information. | |
[4] | Represents final purchase price adjustments for the Rockwood acquisition recorded in the nine-month period ended September 30, 2016. Excludes $3.2 million of final purchase price adjustments for businesses reported as discontinued operations. |
Goodwill and Other Intangible47
Goodwill and Other Intangibles Other Intangibles (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Asset Value, Beginning of Period | $ 473,571 | ||
Reclass from assets held for sale | [1] | 1,454 | |
Foreign currency translation adjustments and other | 11,804 | ||
Gross Asset Value, End of Period | 486,829 | ||
Accumulated Amortization, Beginning of Period | (89,703) | ||
Amortization | (14,250) | ||
Reclass from assets held for sale | [1] | (1,322) | |
Foreign currency translation adjustments and other | (1,186) | ||
Accumulated Amortization, End of Period | (106,461) | ||
Net Book Value | [2] | 380,368 | $ 383,868 |
Customer lists and relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Asset Value, Beginning of Period | 398,725 | ||
Reclass from assets held for sale | [1] | 0 | |
Foreign currency translation adjustments and other | 11,720 | ||
Gross Asset Value, End of Period | 410,445 | ||
Accumulated Amortization, Beginning of Period | (32,656) | ||
Amortization | (13,489) | ||
Reclass from assets held for sale | [1] | 0 | |
Foreign currency translation adjustments and other | (731) | ||
Accumulated Amortization, End of Period | (46,876) | ||
Net Book Value | [2] | 363,569 | 366,069 |
Trade names and trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Asset Value, Beginning of Period | [3] | 16,923 | |
Reclass from assets held for sale | [1] | 0 | |
Foreign currency translation adjustments and other | 170 | ||
Gross Asset Value, End of Period | [3] | 17,093 | |
Accumulated Amortization, Beginning of Period | (8,086) | ||
Amortization | 0 | ||
Reclass from assets held for sale | [1] | 0 | |
Foreign currency translation adjustments and other | (61) | ||
Accumulated Amortization, End of Period | (8,147) | ||
Net Book Value | [2] | 8,946 | 8,837 |
Patents and technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Asset Value, Beginning of Period | 40,144 | ||
Reclass from assets held for sale | [1] | 0 | |
Foreign currency translation adjustments and other | (241) | ||
Gross Asset Value, End of Period | 39,903 | ||
Accumulated Amortization, Beginning of Period | (32,008) | ||
Amortization | (434) | ||
Reclass from assets held for sale | [1] | 0 | |
Foreign currency translation adjustments and other | (245) | ||
Accumulated Amortization, End of Period | (32,687) | ||
Net Book Value | [2] | 7,216 | 8,136 |
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Asset Value, Beginning of Period | 17,779 | ||
Reclass from assets held for sale | [1] | 1,454 | |
Foreign currency translation adjustments and other | 155 | ||
Gross Asset Value, End of Period | 19,388 | ||
Accumulated Amortization, Beginning of Period | (16,953) | ||
Amortization | (327) | ||
Reclass from assets held for sale | [1] | (1,322) | |
Foreign currency translation adjustments and other | (149) | ||
Accumulated Amortization, End of Period | (18,751) | ||
Net Book Value | [2] | $ 637 | $ 826 |
[1] | Represents Other intangibles and related amortization of the fine chemistry services business, which was reported in Assets held for sale on the condensed consolidated balance sheets as of December 31, 2015. See Note 3 “Divestitures,” for additional information. | ||
[2] | As of September 30, 2016 and December 31, 2015, $1.3 billion and $1.4 billion, respectively, of Other intangibles, net of amortization were classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3 “Divestitures,” for additional information. | ||
[3] | Included in Trade Names and Trademarks were indefinite-lived intangible assets with a gross carrying amount of $8.8 million and $8.7 million at September 30, 2016 and December 31, 2015, respectively. |
Goodwill and Other Intangible48
Goodwill and Other Intangibles Goodwill and Other Intangibles (Footnote) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 1,500,000 | $ 1,500,000 | |
Other intangibles, net of amortization | 1,300,000 | 1,400,000 | |
Trade names and trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible asset, gross carrying amount | 8,800 | 8,700 | |
Chemetall Surface Treatment | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 1,456,214 | 1,433,259 | |
Acquisition of Rockwood | [1] | 3,200 | |
Other intangibles, net of amortization | $ 1,328,799 | $ 1,349,179 | |
[1] | Represents final purchase price adjustments for the Rockwood acquisition recorded in the nine-month period ended September 30, 2016. Excludes $3.2 million of final purchase price adjustments for businesses reported as discontinued operations. |
Foreign Exchange - Additional I
Foreign Exchange - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Foreign Currency [Abstract] | ||||
Net foreign exchange transaction gains (losses) | $ 0.3 | $ (1.2) | $ (3.1) | $ 51.8 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 11.10% | 19.50% | 13.80% | 23.20% |
Discrete income tax benefit | $ 5,500 | |||
Gain on sales of businesses, net | $ 0 | $ 0 | $ 122,298 | $ 0 |
Other tax expense | $ 6,700 |
Earnings Per Share Calculation
Earnings Per Share Calculation of Basic and Diluted Earnings Per Share From Continuing Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Basic earnings per share from continuing operations | ||||
Net income from continuing operations | $ 114,512 | $ 59,842 | $ 428,334 | $ 158,313 |
Net income from continuing operations attributable to noncontrolling interests | (9,477) | (5,447) | (28,906) | (16,680) |
Net income from continuing operations attributable to Albemarle Corporation | $ 105,035 | $ 54,395 | $ 399,428 | $ 141,633 |
Weighted-average common shares for basic earnings per share (in shares) | 112,429 | 112,202 | 112,343 | 110,840 |
Basic earnings per share from continuing operations (in dollars per share) | $ 0.93 | $ 0.48 | $ 3.56 | $ 1.28 |
Diluted earnings per share from continuing operations | ||||
Net income from continuing operations | $ 114,512 | $ 59,842 | $ 428,334 | $ 158,313 |
Net income from continuing operations attributable to noncontrolling interests | (9,477) | (5,447) | (28,906) | (16,680) |
Net income from continuing operations attributable to Albemarle Corporation | $ 105,035 | $ 54,395 | $ 399,428 | $ 141,633 |
Weighted-average common shares for basic earnings per share (in shares) | 112,429 | 112,202 | 112,343 | 110,840 |
Incremental shares under stock compensation plans (in shares) | 1,019 | 342 | 788 | 365 |
Weighted-average common shares outstanding - diluted (in shares) | 113,448 | 112,544 | 113,131 | 111,205 |
Diluted earnings per share from continuing operations (in dollars per share) | $ 0.93 | $ 0.48 | $ 3.53 | $ 1.27 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares | Nov. 03, 2016 | Jul. 11, 2016 | Feb. 26, 2016 |
Earnings Per Share Disclosure [Line Items] | |||
Increase in dividend rate, percentage | 5.00% | ||
Cash dividend, amount per share (in dollars per share) | $ 0.305 | $ 0.305 | |
Subsequent Event | |||
Earnings Per Share Disclosure [Line Items] | |||
Cash dividend, amount per share (in dollars per share) | $ 0.305 |
Inventories Inventories (Detail
Inventories Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 335,694 | $ 264,025 | |
Raw materials and work in process | [1] | 117,955 | 122,038 |
Stores, supplies and other | 51,335 | 53,450 | |
Total inventories | [2] | $ 504,984 | $ 439,513 |
[1] | Included $45.9 million and $39.1 million at September 30, 2016 and December 31, 2015, respectively, of work in process related to the Lithium product category. | ||
[2] | As of September 30, 2016 and December 31, 2015, $74.5 million and $162.8 million, respectively, of inventories were classified as Assets held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. |
Inventories Inventories - Addit
Inventories Inventories - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Inventories | $ 74.5 | $ 162.8 |
Lithium | ||
Inventory [Line Items] | ||
Work in process related to Lithium | $ 45.9 | $ 39.1 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Schedule of Investments [Line Items] | |||
Return of capital | $ 0 | $ 98,000 | |
Windfield Holdings | |||
Schedule of Investments [Line Items] | |||
Equity method investment, ownership percentage | 49.00% | ||
Carrying value of unconsolidated investment | $ 295,800 | $ 280,200 | |
Other variable interest entities | |||
Schedule of Investments [Line Items] | |||
Carrying value of unconsolidated investment | $ 8,600 | $ 7,800 | |
Windfield Holdings | |||
Schedule of Investments [Line Items] | |||
Return of capital | $ 98,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Total long-term debt | [1] | $ 3,449,332 | $ 3,817,157 |
Current portion of long-term debt | 400,892 | 674,994 | |
Long-term debt | 3,048,440 | 3,142,163 | |
Term loan facilities | September 2015 Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 866,992 | 1,247,167 | |
Senior Notes | 1.875% Senior Notes | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 776,784 | 759,151 | |
Senior Notes | 3.00% Senior Notes | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 248,604 | 248,274 | |
Senior Notes | 4.15% Senior Notes | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 421,019 | 420,654 | |
Senior Notes | 4.50% Senior Notes | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 347,469 | 347,018 | |
Senior Notes | 5.45% Senior Notes | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 345,648 | 345,532 | |
Commercial Paper | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 400,851 | 351,349 | |
Variable-rate foreign bank loans | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 41,935 | 77,452 | |
Variable-rate domestic bank loans | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 0 | 20,479 | |
Other long-term debt | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 30 | $ 81 | |
[1] | As of September 30, 2016 and December 31, 2015, $16.5 million and $20.3 million, respectively, of long-term debt was classified as Liabilities held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Oct. 15, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 16,500,000 | $ 16,500,000 | $ 20,300,000 | |||
Repayments of long-term debt | 382,730,000 | $ 1,332,293,000 | ||||
Net investment hedge, (loss) gain | (7,395,000) | $ (3,407,000) | (10,312,000) | $ 39,709,000 | ||
September 2015 Term Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ 2,008,000 | 2,008,000 | $ 2,833,000 | |||
364 Day Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 364 days | |||||
Principal amount of debt | $ 300,000,000 | |||||
Repayments of long-term debt | 300,000,000 | |||||
Five Year Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 5 years | |||||
Principal amount of debt | $ 950,000,000 | |||||
Repayments of long-term debt | $ 81,000,000 | |||||
Commercial Paper | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate | 1.38% | 1.38% | ||||
Debt instrument maturity period | 39 days | |||||
1.875% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 1.875% | 1.875% | 1.875% | |||
Long-Term Debt Excluding Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ 17,100,000 |
Long-Term Debt Interest Rates (
Long-Term Debt Interest Rates (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Repayments of long-term debt | $ 382,730,000 | $ 1,332,293,000 | |
September 2015 Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | 2,008,000 | $ 2,833,000 | |
364 Day Facility | |||
Debt Instrument [Line Items] | |||
Repayments of long-term debt | 300,000,000 | ||
1.875% Senior Notes | |||
Debt Instrument [Line Items] | |||
Unamortized discount and debt issuance costs | $ 8,826,000 | $ 9,904,000 | |
Debt instrument, interest rate | 1.875% | 1.875% | |
3.00% Senior Notes | |||
Debt Instrument [Line Items] | |||
Unamortized discount and debt issuance costs | $ 1,396,000 | $ 1,726,000 | |
Debt instrument, interest rate | 3.00% | 3.00% | |
4.15% Senior Notes | |||
Debt Instrument [Line Items] | |||
Unamortized discount and debt issuance costs | $ 3,981,000 | $ 4,346,000 | |
Debt instrument, interest rate | 4.15% | 4.15% | |
4.50% Senior Notes | |||
Debt Instrument [Line Items] | |||
Unamortized discount and debt issuance costs | $ 2,531,000 | $ 2,982,000 | |
Debt instrument, interest rate | 4.50% | 4.50% | |
5.45% Senior Notes | |||
Debt Instrument [Line Items] | |||
Unamortized discount and debt issuance costs | $ 4,352,000 | $ 4,468,000 | |
Debt instrument, interest rate | 5.45% | 5.45% |
Commitments and Contingencies A
Commitments and Contingencies Activity in Recorded Environmental Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2016 | ||
Accrual for Environmental Loss Contingencies [Roll Forward] | |||
Balance at beginning of period | [1] | $ 31,436 | |
Expenditures | (2,013) | ||
Accretion of discount | 596 | ||
Additions and revisions of estimates | 1,055 | ||
Foreign currency translation adjustments and other | 2,572 | ||
Balance at end of period | [1] | $ 31,436 | $ 33,646 |
Less amounts reported in Accrued expenses | 3,051 | ||
Amounts reported in Other noncurrent liabilities | $ 30,595 | ||
[1] | As of September 30, 2016 and December 31, 2015, $3.9 million of environmental liabilities were classified as Liabilities held for sale in the condensed consolidated balance sheets. See Note 3, “Divestitures,” for additional information. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Environmental liabilities | $ 3.9 | $ 3.9 |
Environmental remediation liabilities - discounted | $ 23.8 | 22 |
Accrual for environmental loss contingencies - weighted-average discount rate | 3.50% | |
Environmental remediation liabilities - undiscounted | $ 63.3 | $ 59.5 |
Potential revision on future environmental remediation costs before tax | $ 16 |
Segment Information - Additiona
Segment Information - Additional Information (Details) - segment | Jan. 01, 2016 | Sep. 30, 2016 |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 3 | |
Performance Chemicals | ||
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 2 |
Segment Information Summarized
Segment Information Summarized Financial Information by Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | $ 654,010 | $ 693,216 | $ 1,980,548 | $ 2,103,819 | ||||
Adjusted EBITDA | (188,329) | (180,681) | (570,833) | (581,519) | ||||
Net income attributable to Albemarle Corporation | (128,220) | (65,392) | (41,585) | (160,654) | ||||
Depreciation and amortization | 176,499 | 200,372 | ||||||
Restructuring and other, net | 0 | (6,804) | 0 | (6,804) | ||||
(Gain) loss on sales of businesses, net | 0 | 0 | (122,298) | 0 | ||||
Acquisition and integration related costs | 6,749 | 36,514 | 44,337 | 117,171 | ||||
Interest and financing expenses | 15,946 | 19,294 | 46,860 | 62,193 | ||||
Income tax expense | 12,394 | 13,144 | 61,535 | 41,780 | ||||
(Income) loss from discontinued operations (net of tax) | (23,185) | (11,030) | 357,843 | (19,074) | ||||
All Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 28,272 | 102,224 | 150,987 | 337,997 | ||||
Adjusted EBITDA | (5,470) | (6,262) | (14,810) | (29,540) | ||||
Corporate | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 365 | 6,354 | 2,655 | 12,117 | ||||
Adjusted EBITDA | 25,627 | 16,307 | 66,435 | 8,350 | ||||
Reportable Segments | Lithium and Advanced Materials | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 240,424 | 208,820 | 689,950 | 620,597 | ||||
Adjusted EBITDA | (91,719) | (77,408) | (260,861) | (234,988) | ||||
Reportable Segments | Bromine Specialties | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 194,496 | 190,716 | 597,912 | 604,267 | ||||
Adjusted EBITDA | (51,807) | (58,801) | (179,977) | (180,431) | ||||
Reportable Segments | Refining Solutions | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 190,453 | 185,102 | 539,044 | 528,841 | ||||
Adjusted EBITDA | (64,960) | (54,517) | (181,620) | (144,910) | ||||
Continuing Operations | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Adjusted EBITDA | 188,329 | 180,681 | 570,833 | 581,519 | ||||
Net income attributable to Albemarle Corporation | 128,220 | 65,392 | 41,585 | 160,654 | ||||
Depreciation and amortization | 47,974 | 48,643 | 141,288 | 142,805 | ||||
Utilization of inventory markup | [1] | 16,834 | 82,268 | |||||
Restructuring and other, net | [2] | (6,804) | (6,804) | |||||
(Gain) loss on sales of businesses, net | [3] | (122,298) | ||||||
Acquisition and integration related costs | [4] | 6,749 | 36,514 | 44,337 | 117,171 | |||
Interest and financing expenses | 15,946 | 19,294 | 46,860 | 62,193 | ||||
Income tax expense | 12,394 | 13,144 | 61,535 | 41,780 | ||||
(Income) loss from discontinued operations (net of tax) | (23,185) | (11,030) | 357,843 | (19,074) | ||||
Non-operating pension and OPEB items | (231) | (1,306) | (779) | (3,915) | ||||
Other | 462 | [5] | 462 | [5] | 4,441 | [6] | ||
Continuing Operations | All Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Adjusted EBITDA | 5,470 | 6,262 | 14,810 | 29,540 | ||||
Net income attributable to Albemarle Corporation | 3,806 | 617 | 133,012 | 9,644 | ||||
Depreciation and amortization | 1,664 | 5,645 | 5,629 | 16,867 | ||||
Utilization of inventory markup | [1] | 0 | 3,029 | |||||
Restructuring and other, net | [2] | 0 | 0 | |||||
(Gain) loss on sales of businesses, net | [3] | (123,831) | ||||||
Acquisition and integration related costs | [4] | 0 | 0 | 0 | 0 | |||
Interest and financing expenses | 0 | 0 | 0 | 0 | ||||
Income tax expense | 0 | 0 | 0 | 0 | ||||
(Income) loss from discontinued operations (net of tax) | 0 | 0 | 0 | 0 | ||||
Non-operating pension and OPEB items | 0 | 0 | 0 | 0 | ||||
Other | 0 | [5] | 0 | [5] | 0 | [6] | ||
Continuing Operations | Corporate | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Adjusted EBITDA | (25,627) | (16,307) | (66,435) | (8,350) | ||||
Net income attributable to Albemarle Corporation | (39,354) | (68,831) | (582,788) | (211,075) | ||||
Depreciation and amortization | 1,592 | 2,712 | 4,562 | 6,933 | ||||
Utilization of inventory markup | [1] | 0 | 0 | |||||
Restructuring and other, net | [2] | (6,804) | (6,804) | |||||
(Gain) loss on sales of businesses, net | [3] | 1,533 | ||||||
Acquisition and integration related costs | [4] | 6,749 | 36,514 | 44,337 | 117,171 | |||
Interest and financing expenses | 15,946 | 19,294 | 46,860 | 62,193 | ||||
Income tax expense | 12,394 | 13,144 | 61,535 | 41,780 | ||||
(Income) loss from discontinued operations (net of tax) | (23,185) | (11,030) | 357,843 | (19,074) | ||||
Non-operating pension and OPEB items | (231) | (1,306) | (779) | (3,915) | ||||
Other | 462 | [5] | 462 | [5] | 4,441 | [6] | ||
Continuing Operations | Reportable Segments | Lithium and Advanced Materials | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Adjusted EBITDA | 91,719 | 77,408 | 260,861 | 234,988 | ||||
Net income attributable to Albemarle Corporation | 66,166 | 38,498 | 186,373 | 88,219 | ||||
Depreciation and amortization | 25,553 | 22,076 | 74,488 | 67,530 | ||||
Utilization of inventory markup | [1] | 16,834 | 79,239 | |||||
Restructuring and other, net | [2] | 0 | 0 | |||||
(Gain) loss on sales of businesses, net | [3] | 0 | ||||||
Acquisition and integration related costs | [4] | 0 | 0 | 0 | 0 | |||
Interest and financing expenses | 0 | 0 | 0 | 0 | ||||
Income tax expense | 0 | 0 | 0 | 0 | ||||
(Income) loss from discontinued operations (net of tax) | 0 | 0 | 0 | 0 | ||||
Non-operating pension and OPEB items | 0 | 0 | 0 | 0 | ||||
Other | 0 | [5] | 0 | [5] | 0 | [6] | ||
Continuing Operations | Reportable Segments | Bromine Specialties | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Adjusted EBITDA | 51,807 | 58,801 | 179,977 | 180,431 | ||||
Net income attributable to Albemarle Corporation | 41,621 | 49,395 | 150,221 | 154,353 | ||||
Depreciation and amortization | 10,186 | 9,406 | 29,756 | 26,078 | ||||
Utilization of inventory markup | [1] | 0 | 0 | |||||
Restructuring and other, net | [2] | 0 | 0 | |||||
(Gain) loss on sales of businesses, net | [3] | 0 | ||||||
Acquisition and integration related costs | [4] | 0 | 0 | 0 | 0 | |||
Interest and financing expenses | 0 | 0 | 0 | 0 | ||||
Income tax expense | 0 | 0 | 0 | 0 | ||||
(Income) loss from discontinued operations (net of tax) | 0 | 0 | 0 | 0 | ||||
Non-operating pension and OPEB items | 0 | 0 | 0 | 0 | ||||
Other | 0 | [5] | 0 | [5] | 0 | [6] | ||
Continuing Operations | Reportable Segments | Refining Solutions | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Adjusted EBITDA | 64,960 | 54,517 | 181,620 | 144,910 | ||||
Net income attributable to Albemarle Corporation | 55,981 | 45,713 | 154,767 | 119,513 | ||||
Depreciation and amortization | 8,979 | 8,804 | 26,853 | 25,397 | ||||
Utilization of inventory markup | [1] | 0 | 0 | |||||
Restructuring and other, net | [2] | 0 | 0 | |||||
(Gain) loss on sales of businesses, net | [3] | 0 | ||||||
Acquisition and integration related costs | [4] | 0 | 0 | 0 | 0 | |||
Interest and financing expenses | 0 | 0 | 0 | 0 | ||||
Income tax expense | 0 | 0 | 0 | 0 | ||||
(Income) loss from discontinued operations (net of tax) | 0 | 0 | 0 | 0 | ||||
Non-operating pension and OPEB items | 0 | 0 | 0 | 0 | ||||
Other | 0 | [5] | 0 | [5] | 0 | [6] | ||
Continuing Operations | Reportable Segments | Reportable Segments Total | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Adjusted EBITDA | 208,486 | 190,726 | 622,458 | 560,329 | ||||
Net income attributable to Albemarle Corporation | 163,768 | 133,606 | 491,361 | 362,085 | ||||
Depreciation and amortization | 44,718 | 40,286 | 131,097 | 119,005 | ||||
Utilization of inventory markup | [1] | 16,834 | 79,239 | |||||
Restructuring and other, net | [2] | 0 | 0 | |||||
(Gain) loss on sales of businesses, net | [3] | 0 | ||||||
Acquisition and integration related costs | [4] | 0 | 0 | 0 | 0 | |||
Interest and financing expenses | 0 | 0 | 0 | 0 | ||||
Income tax expense | 0 | 0 | 0 | 0 | ||||
(Income) loss from discontinued operations (net of tax) | 0 | 0 | 0 | 0 | ||||
Non-operating pension and OPEB items | 0 | $ 0 | 0 | 0 | ||||
Other | $ 0 | [5] | $ 0 | [5] | $ 0 | [6] | ||
[1] | 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 $103.4 million. The inventory markup was expensed over the estimated remaining selling period. For the three-month and nine-month periods ended September 30, 2015, $7.7 million and $55.4 million, respectively, was included in Cost of goods sold, and Equity in net income of unconsolidated investments was reduced by $9.1 million and $26.9 million, respectively, related to the utilization of the inventory markup. | |||||||
[2] | Gain recognized upon the sale of land in Avonmouth, UK, which was utilized by the phosphorus flame retardants business we exited in 2012. | |||||||
[3] | See Note 3, “Divestitures,” for additional information. | |||||||
[4] | See Note 2, “Acquisitions,” for additional information. | |||||||
[5] | Includes the write-off of fixed assets of $1.4 million included in Research and development expenses, partially offset by a net gain of $0.9 million on the sales of properties included in Other income, net. | |||||||
[6] | Financing-related fees expensed in connection with the acquisition of Rockwood. |
Segment Information Summarize63
Segment Information Summarized Financial Information by Reportable Segments (Footnote) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jan. 12, 2015 | |
Research and Development Expense | |||||
Segment Reporting Information [Line Items] | |||||
Write-off of fixed assets | $ 1.4 | $ 1.4 | |||
Other Income | |||||
Segment Reporting Information [Line Items] | |||||
Net gain on sale of properties | $ 0.9 | $ 0.9 | |||
Rockwood Holdings, Inc. | |||||
Segment Reporting Information [Line Items] | |||||
Inventory markup | $ 103.4 | ||||
Utilization of inventory markup | $ 16.8 | $ 102.3 | |||
Rockwood Holdings, Inc. | Cost of Sales | |||||
Segment Reporting Information [Line Items] | |||||
Utilization of inventory markup | 7.7 | 55.4 | |||
Rockwood Holdings, Inc. | Equity in Net Income of Unconsolidated Investments | |||||
Segment Reporting Information [Line Items] | |||||
Utilization of inventory markup | $ 9.1 | $ 26.9 |
Pension Plans and Other Postr64
Pension Plans and Other Postretirement Benefits Domestic and Foreign Pension and Postretirement Defined Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total net pension benefits cost (credit) | [1] | $ 846 | $ 37 | $ 3,056 | $ 136 |
Pension Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 842 | 1,301 | 3,123 | 3,927 | |
Interest cost | 9,115 | 9,228 | 27,978 | 27,479 | |
Expected return on assets | (9,920) | (11,111) | (30,429) | (33,076) | |
Actuarial gain | 0 | 0 | (50) | (51) | |
Amortization of prior service benefit | 230 | 30 | 698 | 89 | |
Total net pension benefits cost (credit) | 267 | (552) | 1,320 | (1,632) | |
Postretirement Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 29 | 36 | 86 | 107 | |
Interest cost | 620 | 643 | 1,862 | 1,930 | |
Expected return on assets | (46) | (66) | (140) | (197) | |
Amortization of prior service benefit | (24) | (24) | (72) | (72) | |
Total net pension benefits cost (credit) | $ 579 | $ 589 | $ 1,736 | $ 1,768 | |
[1] | For the three-month and nine-month periods ended September 30, 2016, $3.7 million and $4.9 million, respectively, of net pension and postretirement benefits cost are included in Income (loss) from discontinued operations (net of tax) in the consolidated statements of income. For the three-month and nine-month periods ended September 30, 2015, $0.8 million and ($0.4) million, respectively, of net pension and postretirement benefits cost (credit) are included in Income (loss) from discontinued operations (net of tax) in the consolidated statements of income. See Note 3, “Divestitures,” for additional information. |
Pension Plans and Other Postr65
Pension Plans and Other Postretirement Benefits Domestic and Foreign Pension and Postretirement Defined Benefit Plans (Footnote) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||||
Net Pension and Postretirement Benefits Cost (Credit) | $ 3.7 | $ 0.8 | $ 4.9 | $ (0.4) |
Pension Plans and Other Postr66
Pension Plans and Other Postretirement Benefits Pension and Postretirement Plan Contributions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||||
Pension contributions | $ 3.4 | $ 4.8 | $ 11.4 | $ 13.8 |
Other postretirement benefits payments | $ 0.7 | $ 0.9 | $ 2.3 | $ 2.9 |
Pension Plans and Other Postr67
Pension Plans and Other Postretirement Benefits Multiemployer Plan (Details) € in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2016USD ($) | Sep. 30, 2016EUR (€) | Sep. 30, 2015USD ($) | Sep. 30, 2015EUR (€) | Sep. 30, 2016USD ($) | Sep. 30, 2016EUR (€) | Sep. 30, 2015USD ($) | Sep. 30, 2015EUR (€) | |
Compensation and Retirement Disclosure [Abstract] | ||||||||
Multiemployer plan, period contributions | $ 0.5 | € 0.4 | $ 0.6 | € 0.5 | $ 1.4 | € 1.3 | $ 1.4 | € 1.2 |
Fair Value of Financial Instr68
Fair Value of Financial Instruments Fair Value of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Total long-term debt, excluding debt issuance costs | $ 3,464,193 | $ 3,834,217 |
Total long-term debt, fair value, excluding debt issuance costs | $ 3,638,142 | $ 3,793,179 |
Fair Value of Financial Instr69
Fair Value of Financial Instruments Additional Information (Details) - Forward contracts - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||
Derivative, notional amount | $ 465.5 | $ 465.5 | $ 217.7 | ||
Accrued expenses | |||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||
Fair value foreign currency forward contracts, liabilities | 0.2 | 0.2 | $ 0.3 | ||
Other income, net | |||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||
Recognized gains (losses) of foreign currency forward contracts | $ 3 | $ 2.5 | (1.9) | $ (14.1) | |
Other, net | |||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||
Change in the fair value of foreign currency forward contracts | 1.9 | 14.1 | |||
Cash settlements | $ 2 | $ 13 |
Fair Value Measurement Financia
Fair Value Measurement Financial Assets and Liabilities Accounted for at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Transfers between levels 1 and 2 | $ 0 | ||
Investments under executive deferred compensation plan | [1] | 21,146,000 | $ 21,631,000 |
Private equity securities | [2] | 5,542,000 | 2,626,000 |
Obligations under executive deferred compensation plan | [1] | 21,146,000 | 21,631,000 |
Foreign currency forward contracts, liabilities | [3] | 183,000 | 250,000 |
Quoted Prices in Active Markets for Identical Items (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments under executive deferred compensation plan | [1] | 21,146,000 | 21,631,000 |
Private equity securities | [2] | 35,000 | 31,000 |
Obligations under executive deferred compensation plan | [1] | 21,146,000 | 21,631,000 |
Foreign currency forward contracts, liabilities | [3] | 0 | 0 |
Quoted Prices in Active Markets for Similar Items (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments under executive deferred compensation plan | [1] | 0 | 0 |
Private equity securities | [2] | 0 | 0 |
Obligations under executive deferred compensation plan | [1] | 0 | 0 |
Foreign currency forward contracts, liabilities | [3] | 183,000 | 250,000 |
Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments under executive deferred compensation plan | [1] | 0 | 0 |
Private equity securities | [2] | 5,507,000 | 2,595,000 |
Obligations under executive deferred compensation plan | [1] | 0 | 0 |
Foreign currency forward contracts, liabilities | [3] | $ 0 | $ 0 |
[1] | We maintain an Executive Deferred Compensation Plan (“EDCP”) that was adopted in 2001 and subsequently amended. The purpose of the EDCP is to provide current tax planning opportunities as well as supplemental funds upon the retirement or death of certain of our employees. The EDCP is intended to aid in attracting and retaining employees of exceptional ability by providing them with these benefits. We also maintain a Benefit Protection Trust (the “Trust”), 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 accounting 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. | ||
[2] | Primarily consists of private equity securities classified as available-for-sale and are reported in Investments in the condensed consolidated balance sheets. The changes in fair value are reported in Other income, 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. | ||
[3] | 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. |
Fair Value Measurement Level 3
Fair Value Measurement Level 3 Reconciliation (Details) - Unobservable Inputs (Level 3) - Private Equity Funds - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 2,573 | $ 1,772 | $ 2,595 | $ 1,785 |
Total unrealized gains included in earnings relating to assets still held at the reporting date | 2,934 | 836 | 2,912 | 823 |
Ending balance | $ 5,507 | $ 2,608 | $ 5,507 | $ 2,608 |
Accumulated Other Comprehensi72
Accumulated Other Comprehensive (Loss) Income Components and Activity in Accumulated Other Comprehensive (Loss) Income Net of Deferred Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Beginning Balance | $ 3,401,313 | $ 1,488,635 | ||||
Other comprehensive income (loss), before reclassifications | $ 40,317 | [1] | $ (70,933) | 85,113 | (326,161) | |
Amounts reclassified from accumulated other comprehensive (loss) income | 731 | 529 | 2,202 | 1,613 | ||
Total other comprehensive income (loss), net of tax | 41,048 | (70,404) | 87,315 | (324,548) | ||
Other comprehensive (income) loss attributable to noncontrolling interests | (23) | 397 | (458) | 548 | ||
Ending Balance | 3,451,433 | 3,274,514 | 3,451,433 | 3,274,514 | ||
Foreign Currency Translation | ||||||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Beginning Balance | (416,636) | (351,001) | (463,914) | (52,835) | ||
Other comprehensive income (loss), before reclassifications | 47,712 | [1] | (67,526) | 95,425 | (365,870) | |
Amounts reclassified from accumulated other comprehensive (loss) income | 0 | 0 | 0 | 27 | ||
Total other comprehensive income (loss), net of tax | 47,712 | (67,526) | 95,425 | (365,843) | ||
Other comprehensive (income) loss attributable to noncontrolling interests | (23) | 397 | (458) | 548 | ||
Ending Balance | (368,947) | (418,130) | (368,947) | (418,130) | ||
Pension and Postretirement Benefits | ||||||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Beginning Balance | (338) | 4 | (758) | 0 | ||
Other comprehensive income (loss), before reclassifications | 0 | [1] | 0 | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive (loss) income | [2] | 206 | 2 | 626 | 6 | |
Total other comprehensive income (loss), net of tax | 206 | 2 | 626 | 6 | ||
Other comprehensive (income) loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 | ||
Ending Balance | (132) | 6 | (132) | 6 | ||
Net Investment Hedge | ||||||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Beginning Balance | 59,328 | 54,500 | 62,245 | 11,384 | ||
Other comprehensive income (loss), before reclassifications | (7,395) | [1] | (3,407) | (10,312) | 39,709 | |
Amounts reclassified from accumulated other comprehensive (loss) income | 0 | 0 | 0 | 0 | ||
Total other comprehensive income (loss), net of tax | (7,395) | (3,407) | (10,312) | 39,709 | ||
Other comprehensive (income) loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 | ||
Ending Balance | 51,933 | 51,093 | 51,933 | 51,093 | ||
Interest Rate Swap | ||||||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Beginning Balance | (17,810) | (19,909) | (18,861) | (20,962) | ||
Other comprehensive income (loss), before reclassifications | 0 | [1] | 0 | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive (loss) income | [3] | 525 | 527 | 1,576 | 1,580 | |
Total other comprehensive income (loss), net of tax | 525 | 527 | 1,576 | 1,580 | ||
Other comprehensive (income) loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 | ||
Ending Balance | (17,285) | (19,382) | (17,285) | (19,382) | ||
Accumulated Other Comprehensive (Loss) Income | ||||||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Beginning Balance | (375,456) | (316,406) | (421,288) | (62,413) | ||
Total other comprehensive income (loss), net of tax | 86,857 | (324,000) | ||||
Ending Balance | $ (334,431) | $ (386,413) | $ (334,431) | $ (386,413) | ||
[1] | Foreign currency translation includes an adjustment of $12.5 million to reduce our investment in the Windfield Holdings Pty Ltd joint venture related to the three month period ended March 31, 2016. See Note 1, “Basis of Presentation,” for further details. | |||||
[2] | The pre-tax portion of amounts reclassified from accumulated other comprehensive (loss) income consists of amortization of prior service benefit, which is a component of pension and postretirement benefits cost (credit). See Note 13, “Pension Plans and Other Postretirement Benefits.” | |||||
[3] | The pre-tax portion of amounts reclassified from accumulated other comprehensive (loss) income is included in interest expense. |
Accumulated Other Comprehensi73
Accumulated Other Comprehensive (Loss) Income Amount of Income Tax (Expense) Benefit Allocated to Component of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Equity [Abstract] | ||||
Foreign Currency Translation, Other comprehensive (loss) income, before tax | $ 47,787 | $ (66,582) | $ 96,326 | $ (394,911) |
Foreign Currency Translation, Income tax benefit (expense) | (75) | (944) | (901) | 29,068 |
Foreign Currency Translation, Other comprehensive (loss) income, net of tax | 47,712 | (67,526) | 95,425 | (365,843) |
Pension and Postretirement Benefits, Other comprehensive (loss) income, before tax | 209 | 6 | 635 | 17 |
Pension and Postretirement Benefits, Income tax benefit (expense) | (3) | (4) | (9) | (11) |
Pension and Postretirement Benefits, Other comprehensive (loss) income, net of tax | 206 | 2 | 626 | 6 |
Net investment hedge, Other comprehensive (loss) income, before tax | (11,740) | (5,394) | (16,371) | 62,876 |
Net investment hedge, Income tax benefit (expense) | 4,345 | 1,987 | 6,059 | (23,167) |
Net investment hedge, Other comprehensive (loss) income, net of tax | (7,395) | (3,407) | (10,312) | 39,709 |
Interest rate swap, Other comprehensive (loss) income, before tax | 834 | 834 | 2,502 | 2,502 |
Interest rate swap, Income tax benefit (expense) | (309) | (307) | (926) | (922) |
Interest rate swap, Other comprehensive (loss) income, net of tax | $ 525 | $ 527 | $ 1,576 | $ 1,580 |
Accumulated Other Comprehensi74
Accumulated Other Comprehensive (Loss) Income Accumulated Other Comprehensive (Loss) Income - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive (Loss) Income [Line Items] | ||||
Foreign currency translation adjustment | $ 47,712 | $ (67,526) | $ 95,425 | $ (365,843) |
Windfield Holdings | ||||
Accumulated Other Comprehensive (Loss) Income [Line Items] | ||||
Foreign currency translation adjustment | $ 12,500 |
Related Party Transactions (Det
Related Party Transactions (Details) - Unconsolidated Affiliates - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transaction [Line Items] | ||||
Sales to unconsolidated affiliates | $ 5,047 | $ 5,738 | $ 19,452 | $ 19,744 |
Purchases from unconsolidated affiliates | $ 30,591 | $ 42,698 | $ 93,372 | $ 95,837 |