Item 8. Financial Statements and Supplementary Data.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only in accordance with management’s and our directors’ authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, management used the criteria for effective internal control over financial reporting described in the Internal Control—Integrated Framework 2013 set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment, management concluded that, as of December 31, 2015, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. The concept of reasonable assurance is based on the recognition that there are inherent limitations in all systems of internal control. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management’s assessment of internal control over financial reporting as of December 31, 2015 excludes Rockwood Holdings, Inc. (“Rockwood”) because it was acquired by the Company in a purchase business combination during 2015. Rockwood is a wholly-owned subsidiary whose total assets and total net sales represent 31% and 39%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2015.

The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

/S/ LUTHER C. KISSAM IV
Luther C. Kissam IV
President, Chief Executive Officer and Director
(principal executive officer and principal financial officer)
February 29, 2016

Albemarle Corporation and Subsidiaries

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Albemarle Corporation:

In our opinion, the accompanying consolidated financial statements listed in the index appearing under Item 15(a) (1) present fairly, in all material respects, the financial position of Albemarle Corporation and its subsidiaries (or the “Company”) at December 31, 2015 and December 31, 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Rockwood Holdings, Inc. (or “Rockwood”) from its assessment of internal control over financial reporting as of December 31, 2015 because it was acquired by the Company in a purchase business combination during 2015. We have also excluded Rockwood from our audit of internal control over financial reporting. Rockwood is a wholly-owned subsidiary whose total assets and total net sales represent 31% and 39%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2015.

/s/ PricewaterhouseCoopers LLP
New Orleans, Louisiana
February 29, 2016

Albemarle Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)
Year Ended December 31	2015				2014				2013
Net sales	$	3,651,335			$	2,445,548			$	2,394,270
Cost of goods sold	2,454,463				1,674,700				1,543,799
Gross profit	1,196,872				770,848				850,471
Selling, general and administrative expenses	512,274				355,135				158,189
Research and development expenses	102,871				88,310				82,246
Restructuring and other, net	(6,804		)		25,947				33,361
Acquisition and integration related costs	146,096				30,158				—
Operating profit	442,435				271,298				576,675
Interest and financing expenses	(132,722		)		(41,358		)		(31,559		)
Other income (expenses), net	48,474				(16,761		)		(6,674		)
Income from continuing operations before income taxes and equity in net income of unconsolidated investments	358,187				213,179				538,442
Income tax expense	29,122				18,484				134,445
Income from continuing operations before equity in net income of unconsolidated investments	329,065				194,695				403,997
Equity in net income of unconsolidated investments (net of tax)	30,999				35,742				31,729
Net income from continuing operations	360,064				230,437				435,726
(Loss) income from discontinued operations (net of tax)	—				(69,531		)		4,108
Net income	360,064				160,906				439,834
Net income attributable to noncontrolling interests	(25,158		)		(27,590		)		(26,663		)
Net income attributable to Albemarle Corporation	$	334,906			$	133,316			$	413,171
Basic earnings (loss) per share:
Continuing operations	$	3.01			$	2.57			$	4.88
Discontinued operations	—				(0.88		)		0.05
	$	3.01			$	1.69			$	4.93
Diluted earnings (loss) per share:
Continuing operations	$	3.00			$	2.57			$	4.85
Discontinued operations	—				(0.88		)		0.05
	$	3.00			$	1.69			$	4.90
Weighted-average common shares outstanding—basic	111,182				78,696				83,839
Weighted-average common shares outstanding—diluted	111,556				79,102				84,322
Cash dividends declared per share of common stock	$	1.16			$	1.10			$	0.96

See accompanying notes to the consolidated financial statements.

Albemarle Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In Thousands)
Year Ended December 31	2015				2014				2013
Net income	$	360,064			$	160,906			$	439,834
Other comprehensive (loss) income, net of tax:
Foreign currency translation	(412,999		)		(168,809		)		31,704
Pension and postretirement benefits	(758		)		(487		)		(502		)
Net investment hedge	50,861				11,384				—
Interest rate swap	2,101				(20,962		)		—
Other	29				136				135
Total other comprehensive (loss) income, net of tax	(360,766		)		(178,738		)		31,337
Comprehensive (loss) income	(702		)		(17,832		)		471,171
Comprehensive income attributable to noncontrolling interests	(23,267		)		(27,510		)		(27,019		)
Comprehensive (loss) income attributable to Albemarle Corporation	$	(23,969	)		$	(45,342	)		$	444,152

See accompanying notes to the consolidated financial statements.

Albemarle Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS

(In Thousands)
December 31	2015				2014
Assets
Current assets:
Cash and cash equivalents	$	213,734			$	2,489,768
Trade accounts receivable, less allowance for doubtful accounts (2015—$4,148; 2014—$1,563)	552,828				385,212
Other accounts receivable	79,877				49,423
Inventories	508,728				358,361
Other current assets	71,351				66,086
Assets held for sale	404,485				—
Total current assets	1,831,003				3,348,850
Property, plant and equipment, at cost	3,881,162				2,620,670
Less accumulated depreciation and amortization	1,396,424				1,388,802
Net property, plant and equipment	2,484,738				1,231,868
Investments	455,417				194,042
Other assets	216,998				160,956
Goodwill	2,893,811				243,262
Other intangibles, net of amortization	1,733,047				44,125
Total assets	$	9,615,014			$	5,223,103
Liabilities and Equity
Current liabilities:
Accounts payable	$	306,517			$	231,705
Accrued expenses	402,379				166,174
Current portion of long-term debt	677,345				711,096
Dividends payable	32,306				21,458
Liabilities held for sale	128,706				—
Income taxes payable	69,432				9,453
Total current liabilities	1,616,685				1,139,886
Long-term debt	3,174,674				2,223,035
Postretirement benefits	49,647				56,424
Pension benefits	381,552				170,534
Other noncurrent liabilities	254,826				87,705
Deferred income taxes	736,317				56,884
Commitments and contingencies (Note 17)
Equity:
Albemarle Corporation shareholders’ equity:
Common stock, $.01 par value (authorized 150,000 shares), issued and outstanding — 112,219 in 2015 and 78,031 in 2014	1,122				780
Additional paid-in capital	2,059,151				10,447
Accumulated other comprehensive loss	(421,288		)		(62,413		)
Retained earnings	1,615,407				1,410,651
Total Albemarle Corporation shareholders’ equity	3,254,392				1,359,465
Noncontrolling interests	146,921				129,170
Total equity	3,401,313				1,488,635
Total liabilities and equity	$	9,615,014			$	5,223,103

See accompanying notes to the consolidated financial statements.

Albemarle Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands, Except Share Data)
		Common Stock							Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Retained Earnings				Total Albemarle Shareholders’ Equity				Noncontrolling Interests				Total Equity
Shares			Amounts
Balance at January 1, 2013		88,899,209			$	889			$	2,761			$	85,264			$	1,744,684			$	1,833,598			$	98,410			$	1,932,008
Net income																	413,171				413,171				26,663				439,834
Other comprehensive income													30,981								30,981				356				31,337
Cash dividends declared																	(79,833		)		(79,833		)		(10,014		)		(89,847		)
Stock-based compensation and other									9,072												9,072								9,072
Exercise of stock options		191,732			2				5,551												5,553								5,553
Shares repurchased		(9,198,056	)		(92		)		(4,542		)						(577,664		)		(582,298		)						(582,298		)
Tax benefit related to stock plans									3,266												3,266								3,266
Issuance of common stock, net		256,834			3				(3		)										—								—
Shares withheld for withholding taxes associated with common stock issuances		(96,877	)		(1		)		(6,148		)										(6,149		)						(6,149		)
Balance at December 31, 2013		80,052,842			$	801			$	9,957			$	116,245			$	1,500,358			$	1,627,361			$	115,415			$	1,742,776
Balance at January 1, 2014		80,052,842			$	801			$	9,957			$	116,245			$	1,500,358			$	1,627,361			$	115,415			$	1,742,776
Net income																	133,316				133,316				27,590				160,906
Other comprehensive loss													(178,658		)						(178,658		)		(80		)		(178,738		)
Cash dividends declared																	(86,364		)		(86,364		)		(15,535		)		(101,899		)
Noncontrolling interests’ share of contributed capital in subsidiary																					—				1,780				1,780
Stock-based compensation and other									13,556												13,556								13,556
Exercise of stock options		77,546			1				2,712												2,713								2,713
Shares repurchased		(2,190,254	)		(22		)		(13,319		)						(136,659		)		(150,000		)						(150,000		)
Tax benefit related to stock plans									826												826								826
Issuance of common stock, net		141,937			1				(1		)										—								—
Shares withheld for withholding taxes associated with common stock issuances		(51,547	)		(1		)		(3,284		)										(3,285		)						(3,285		)
Balance at December 31, 2014		78,030,524			$	780			$	10,447			$	(62,413	)		$	1,410,651			$	1,359,465			$	129,170			$	1,488,635
Balance at January 1, 2015		78,030,524			$	780			$	10,447			$	(62,413	)		$	1,410,651			$	1,359,465			$	129,170			$	1,488,635
Net income																	334,906				334,906				25,158				360,064
Other comprehensive loss													(358,875		)						(358,875		)		(1,891		)		(360,766		)
Cash dividends declared																	(130,150		)		(130,150		)		(23,286		)		(153,436		)
Stock-based compensation and other									13,696												13,696								13,696
Exercise of stock options		18,000			—				517												517								517
Tax deficiency related to stock plans									(167		)										(167		)						(167		)
Issuance of common stock, net		85,900			1				(1		)										—								—
Acquisition of Rockwood		34,113,064			341				2,036,209												2,036,550				17,582				2,054,132
Noncontrolling interest assumed in acquisition of Shanghai Chemetall																					—				4,843				4,843
Purchase of noncontrolling interest																					—				(4,655		)		(4,655		)
Shares withheld for withholding taxes associated with common stock issuances		(28,137	)		—				(1,550		)										(1,550		)						(1,550		)
Balance at December 31, 2015		112,219,351			$	1,122			$	2,059,151			$	(421,288	)		$	1,615,407			$	3,254,392			$	146,921			$	3,401,313

See accompanying notes to the consolidated financial statements.

Albemarle Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)
Year Ended December 31	2015				2014				2013
Cash and cash equivalents at beginning of year	$	2,489,768			$	477,239			$	477,696
Cash flows from operating activities:
Net income	360,064				160,906				439,834
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	260,076				103,572				107,370
(Gain) loss associated with restructuring and other	(6,804		)		6,333				—
Loss on disposal of businesses	—				85,515				—
Stock-based compensation	15,188				14,267				10,164
Excess tax benefits realized from stock-based compensation arrangements	(121		)		(826		)		(3,266		)
Equity in net income of unconsolidated investments (net of tax)	(30,999		)		(35,742		)		(31,729		)
Dividends received from unconsolidated investments and nonmarketable securities	59,912				40,688				21,632
Pension and postretirement (benefit) expense	(38,817		)		133,681				(132,707		)
Pension and postretirement contributions	(21,613		)		(13,916		)		(13,294		)
Unrealized gain on investments in marketable securities	(1,239		)		(825		)		(3,681		)
Deferred income taxes	(136,298		)		(64,947		)		64,865
Changes in current assets and liabilities, net of effects of acquisitions and divestitures:
(Increase) decrease in accounts receivable	(8,788		)		36,221				(65,906		)
Decrease (increase) in inventories	27,649				(6,486		)		(1,810		)
Decrease in other current assets excluding deferred income taxes	12,756				5,809				5,261
Increase in accounts payable	23,745				28,296				19,267
(Decrease) increase in accrued expenses and income taxes payable	(96,896		)		(6,680		)		12,185
Other, net	(57,126		)		6,743				4,674
Net cash provided by operating activities	360,689				492,609				432,859
Cash flows from investing activities:
Acquisition of Rockwood, net of cash acquired	(2,051,645		)		—				—
Other acquisitions, net of cash acquired	(48,845		)		—				—
Capital expenditures	(227,649		)		(110,576		)		(155,346		)
Decrease in restricted cash	57,550				—				—
Cash payments related to acquisitions and other	—				—				(2,565		)
Cash proceeds from divestitures, net	8,883				104,718				—
Return of capital from unconsolidated investment	98,000				—				—
Payment for settlement of interest rate swap	—				(33,425		)		—
Sales of marketable securities, net	998				649				169
Repayments from (long-term advances to) joint ventures	2,156				(7,499		)		—
Net cash used in investing activities	(2,160,552		)		(46,133		)		(157,742		)
Cash flows from financing activities:
Proceeds from issuance of senior notes	—				1,888,197				—
Proceeds from borrowings of other long-term debt	2,250,000				—				117,000
Repayments of long-term debt	(2,626,241		)		(6,017		)		(135,733		)
Other borrowings (repayments), net	54,625				(5,825		)		398,544
Dividends paid to shareholders	(119,302		)		(84,102		)		(78,107		)
Dividends paid to noncontrolling interests	(23,286		)		(15,535		)		(10,014		)
Purchase of noncontrolling interest	(4,784		)		—				—
Repurchases of common stock	—				(150,000		)		(582,298		)
Proceeds from exercise of stock options	517				2,713				5,553
Excess tax benefits realized from stock-based compensation arrangements	121				826				3,266
Withholding taxes paid on stock-based compensation award distributions	(1,549		)		(3,284		)		(6,149		)
Debt financing costs	(4,544		)		(17,644		)		(108		)
Other	(3,882		)		—				—
Net cash (used in) provided by financing activities	(478,325		)		1,609,329				(288,046		)
Net effect of foreign exchange on cash and cash equivalents	2,154				(43,276		)		12,472
(Decrease) increase in cash and cash equivalents	(2,276,034		)		2,012,529				(457		)
Cash and cash equivalents at end of year	$	213,734			$	2,489,768			$	477,239

See accompanying notes to the consolidated financial statements.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—Summary of Significant Accounting Policies:

Basis of Consolidation

The consolidated financial statements include the accounts and operations of Albemarle Corporation and our wholly owned, majority owned and controlled subsidiaries. Unless the context otherwise indicates, the terms “Albemarle,” “we,” “us,” “our” or “the Company” mean Albemarle Corporation and our consolidated subsidiaries. We apply the equity method of accounting for investments in which we have an ownership interest from 20% to 50% or where we exercise significant influence over the related investee’s operations. All significant intercompany accounts and transactions are eliminated in consolidation.

As described further in Note 2, “Acquisitions,” we completed our acquisition of Rockwood Holdings, Inc. (“Rockwood”) on January 12, 2015. The consolidated financial statements contained herein include the results of operations of Rockwood, commencing on January 13, 2015.

Organizational Realignment

As a result of the Rockwood acquisition, in 2015 we realigned our organizational structure under three reportable segments: Performance Chemicals, Refining Solutions and Chemetall Surface Treatment. Throughout this document, including these consolidated financial statements and related footnotes, current and prior year financial information is presented in accordance with this structure.

Discontinued Operations

Effective January 1, 2015, a component or group of components that is classified as held for sale or that has been disposed of by sale, and which represents a strategic shift that has or will have a major effect on our operations and financial results, is reported as discontinued operations beginning in the period when these criteria are met. Our assets and liabilities held for sale at December 31, 2015 did not meet the criteria to be presented as discontinued operations.

On September 1, 2014, the Company closed the sale of its antioxidant, ibuprofen and propofol businesses and assets to SI Group, Inc. In accordance with the accounting guidance for discontinued operations in effect prior to January 1, 2015, the financial results of this disposed group were presented as discontinued operations in the consolidated statements of income and excluded from segment results for 2014 and 2013. See Note 3, “Divestitures” for additional information.

Estimates, Assumptions and Reclassifications

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Certain amounts in the accompanying consolidated financial statements and notes thereto have been reclassified to conform to the current presentation.

Revenue Recognition

We recognize sales when the revenue is realized or realizable, and has been earned, in accordance with authoritative accounting guidance. We recognize net sales as risk and title to the product transfer to the customer, which usually occurs at the time shipment is made. Significant portions of our sales are sold free on board shipping point or on an equivalent basis, and other transactions are based upon specific contractual arrangements. Our standard terms of delivery are generally included in our contracts of sale, order confirmation documents and invoices. We recognize revenue from services when performance of the services has been completed. Where the Company incurs pre-production design and development costs under long-term supply contracts, these costs are expensed where they relate to the products sold unless contractual guarantees for reimbursement exist. Conversely, these costs are capitalized if they pertain to equipment that we will own and use in producing the products to be supplied and expect to utilize for future revenue generating activities.

Performance and Life Cycle Guarantees

We provide customers certain performance guarantees and life cycle guarantees. These guarantees entitle the customer to claim compensation if the product does not conform to performance standards originally agreed upon. Performance guarantees relate to minimum technical specifications that products produced with the delivered product must meet, such as yield and

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

product quality. Life cycle guarantees relate to minimum periods for which performance of the delivered product is guaranteed. When either performance guarantees or life cycle guarantees are contractually agreed upon, an assessment of the appropriate revenue recognition treatment is evaluated. When testing or modeling of historical results predict that the performance or life cycle criteria will be satisfied, revenue is recognized in accordance with shipping terms at the time of delivery. When testing or modeling of historical results predict that the performance or life cycle criteria may not be satisfied, we bill the customer upon shipment and defer the related revenue and cost associated with these products. These deferrals are released to earnings when the contractual period expires, and are generally not significant.

Shipping and Handling Costs

Amounts billed to customers in a sales transaction related to shipping and handling have been classified as net sales and the cost incurred by us for shipping and handling has been classified as cost of goods sold in the accompanying consolidated statements of income. In addition, taxes billed to customers in a sales transaction are presented in the consolidated statements of income on a net basis.

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments with insignificant interest rate risks and original maturities of three months or less.

Inventories

Inventories are stated at lower of cost or market with cost determined primarily on the first-in, first-out basis. Cost is determined on the weighted-average basis for a small portion of our inventories at foreign plants and our stores, supplies and other inventory. A portion of our domestic produced finished goods and raw materials are determined on the last-in, first-out basis.

Property, Plant and Equipment

Property, plant and equipment include costs of assets constructed, purchased or leased under a capital lease, related delivery and installation costs and interest incurred on significant capital projects during their construction periods. Expenditures for renewals and betterments also are capitalized, but expenditures for normal repairs and maintenance are expensed as incurred. Costs associated with yearly planned major maintenance are deferred and amortized over 12 months or until the same major maintenance activities must be repeated, whichever is shorter. The cost and accumulated depreciation applicable to assets retired or sold are removed from the respective accounts, and gains or losses thereon are included in income.

We assign the useful lives of our property, plant and equipment based upon our internal engineering estimates which are reviewed periodically. The estimated useful lives of our property, plant and equipment range from two to sixty years and depreciation is recorded on the straight-line method, with the exception of our long-term mineral rights, which are depleted on a units-of-production method.

We evaluate the recovery of our property, plant and equipment by comparing the net carrying value of the asset group to the undiscounted net cash flows expected to be generated from the use and eventual disposition of that asset group when events or changes in circumstances indicate that its carrying amount may not be recoverable. If the carrying amount of the asset group is not recoverable, the fair value of the asset group is measured and if the carrying amount exceeds the fair value, an impairment loss is recognized.

Investments

Investments are accounted for using the equity method of accounting if the investment gives us the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee’s board of directors and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, we record our investments in equity-method investees in the consolidated balance sheets as Investments and our share of investees’ earnings or losses together with other-than temporary impairments in value as Equity in net income of unconsolidated investments in the consolidated statements of income.

Certain mutual fund investments are accounted for as trading equities and are marked-to-market on a monthly basis through the consolidated statements of income. Investments in joint ventures and nonmarketable securities of immaterial

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

entities are estimated based upon the overall performance of the entity where financial results are not available on a timely basis.

Environmental Compliance and Remediation

Environmental compliance costs include the cost of purchasing and/or constructing assets to prevent, limit and/or control pollution or to monitor the environmental status at various locations. These costs are capitalized and depreciated based on estimated useful lives. Environmental compliance costs also include maintenance and operating costs with respect to pollution prevention and control facilities and other administrative costs. Such operating costs are expensed as incurred. Environmental remediation costs of facilities used in current operations are generally immaterial and are expensed as incurred. We accrue for environmental remediation costs and post-remediation costs that relate to existing conditions caused by past operations at facilities or off-plant disposal sites in the accounting period in which responsibility is established and when the related costs are estimable. In developing these cost estimates, we evaluate currently available facts regarding each site, with consideration given to existing technology, presently enacted laws and regulations, prior experience in remediation of contaminated sites, the financial capability of other potentially responsible parties and other factors, subject to uncertainties inherent in the estimation process. If the amount and timing of the cash payments for a site are fixed or reliably determinable, the liability is discounted. Additionally, these estimates are reviewed periodically, with adjustments to the accruals recorded as necessary.

Research and Development Expenses

Our research and development expenses related to present and future products are expensed as incurred. These expenses consist primarily of personnel-related costs and other overheads, as well as outside service and consulting costs incurred for specific programs. Our U.S. facilities in Michigan, Pennsylvania, Texas and Louisiana and our global facilities in the Netherlands, Germany, Belgium, China and Korea form the capability base for our contract research and custom manufacturing businesses. These business areas provide research and scale-up services primarily to innovative life science companies.

Goodwill and Other Intangible Assets

We account for goodwill and other intangibles acquired in a business combination in conformity with current accounting guidance that requires that goodwill and indefinite-lived intangible assets not be amortized.

We test goodwill for impairment by comparing the estimated fair value of our reporting units to the related carrying value. We estimate the fair value based on present value techniques involving future cash flows. Future cash flows include assumptions about sales volumes, selling prices, raw material prices, labor and other employee benefit costs, capital additions, income taxes, working capital, and other economic or market-related factors. Significant management judgment is involved in estimating these variables and they include inherent uncertainties since they are forecasting future events. We perform a sensitivity analysis by using a range of inputs to confirm the reasonableness of these estimates being used in the goodwill impairment analysis. We use a Weighted Average Cost of Capital (“WACC”) approach to determine our discount rate for goodwill recoverability testing. Our WACC calculation incorporates industry-weighted average returns on debt and equity from a market perspective. The factors in this calculation are largely external to the Company and, therefore, are beyond our control. We test our recorded goodwill for impairment in the fourth quarter of each year or upon the occurrence of events or changes in circumstances that would more likely than not reduce the fair value of our reporting units below their carrying amounts. The Company performed its annual goodwill impairment test as of October 31, 2015 and concluded there was no impairment as of that date. In addition, no indications of impairment in any of our reporting units were indicated by the sensitivity analysis.

We assess our indefinite-lived intangible assets, which include trade names and in-progress research and development, for impairment annually and between annual tests if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. The indefinite-lived intangible asset impairment standard allows us to first to assess qualitative factors to determine if a quantitative impairment test is necessary. Further testing is only required if we determine, based on the qualitative assessment, that it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying amount. If we determine based on the qualitative assessment that it is more likely than not that the asset is impaired, an impairment test is performed by comparing the fair value of the indefinite-lived intangible asset to its carrying amount.

Definite-lived intangible assets, such as purchased technology, patents, customer lists and trade names, are amortized over their estimated useful lives generally for periods ranging from five to twenty-five years. Except for customer lists and relationships associated with our Lithium business and Chemetall Surface Treatment segment, which are amortized using the pattern of economic benefit method, definite-lived intangible assets are amortized using the straight-line method. We evaluate the recovery of our definite-lived intangible assets by comparing the net carrying value of the asset group to the undiscounted net cash flows expected to be generated from the use and eventual disposition of that asset group when events or changes in circumstances indicate that its carrying amount may not be recoverable. If the carrying amount of the asset group is not

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

recoverable, the fair value of the asset group is measured and if the carrying amount exceeds the fair value, an impairment loss is recognized. See Note 12, “Goodwill and Other Intangibles.”

Pension Plans and Other Postretirement Benefits

Under authoritative accounting standards, assumptions are made regarding the valuation of benefit obligations and the performance of plan assets. As required, we recognize a balance sheet asset or liability for each of our pension and other postretirement benefit (“OPEB”) plans equal to the plan’s funded status as of the measurement date. The primary assumptions are as follows:

•	Discount Rate—The discount rate is used in calculating the present value of benefits, which is based on projections of benefit payments to be made in the future.

•	Expected Return on Plan Assets—We project the future return on plan assets based on prior performance and future expectations for the types of investments held by the plans, as well as the expected long-term allocation of plan assets for these investments. These projected returns reduce the net benefit costs recorded currently.

•	Rate of Compensation Increase—For salary-related plans, we project employees’ annual pay increases, which are used to project employees’ pension benefits at retirement.

•	Mortality Assumptions—Assumptions about life expectancy of plan participants are used in the measurement of related plan obligations.

Actuarial gains and losses are recognized annually in our consolidated statements of income in the fourth quarter and whenever a plan is determined to qualify for a remeasurement during a fiscal year. The remaining components of pension and OPEB plan expense, primarily service cost, interest cost and expected return on assets, are recorded on a quarterly basis. The market-related value of assets equals the actual market value as of the date of measurement.

During 2015, we made changes to assumptions related to discount rates and expected rates of return on plan assets. We consider available information that we deem relevant when selecting each of these assumptions.

In selecting the discount rates for the U.S. plans, we consider expected benefit payments on a plan-by-plan basis. As a result, the Company uses different discount rates for each plan depending on the demographics of participants and the expected timing of benefit payments. For 2015, the discount rates were calculated using the results from a bond matching technique developed by Milliman, which matched the future estimated annual benefit payments of each respective plan against a portfolio of bonds of high quality to determine the discount rate. We believe our selected discount rates are determined using preferred methodology under authoritative accounting guidance and accurately reflect market conditions as of the December 31, 2015 measurement date.

In selecting the discount rates for the foreign plans, we look at long-term yields on AA-rated corporate bonds when available. Our actuaries have developed yield curves based on the yields on the constituent bonds in the various indices as well as on other market indicators such as swap rates, particularly at the longer durations. For the Eurozone, we apply the Aon Hewitt yield curve to projected cash flows from the relevant plans to derive the discount rate. For the UK, the discount rate is determined by applying the Aon Hewitt yield curve for typical schemes of similar duration to projected cash flows of Albemarle’s UK plan. In other countries where there is not a sufficiently deep market of high-quality corporate bonds, we set the discount rate by referencing the yield on government bonds of an appropriate duration.

In estimating the expected return on plan assets, we consider past performance and future expectations for the types of investments held by the plan as well as the expected long-term allocation of plan assets to these investments. In projecting the rate of compensation increase, we consider past experience in light of movements in inflation rates.

In October 2014, the Society of Actuaries (“SOA”) published updated mortality tables which reflect increased life expectancy. We revised our mortality assumptions to incorporate the new set of mortality tables issued by the SOA for purposes of measuring our U.S. pension and OPEB obligations at December 31, 2014. Further, the SOA released an updated Mortality Improvement Scale, MP-2015, on October 8, 2015. The updated improvement scale incorporates two additional years of mortality data and reflects a trend toward somewhat smaller improvements in longevity. In addition, the SOA released a set of factors to adjust the RP-2014 Mortality Tables to base year 2006. We revised our mortality assumption to incorporate these updated mortality improvements for purposes of measuring our U.S. pension and OPEB obligations at December 31, 2015.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Employee Savings Plans

Certain of our employees participate in our defined contribution 401(k) employee savings plan, which is generally available to all U.S. full-time salaried and non-union hourly employees and to employees who are covered by a collective bargaining agreement that provides for such participation. Additionally, the Company sponsors various defined contribution plans for certain employees at foreign locations, the most significant of which is a plan in the Netherlands similar to a collective defined contribution plan.

Deferred Compensation Plan

We maintain an Executive Deferred Compensation Plan (“EDCP”) that was adopted in 2001 and subsequently amended. The purpose of the EDCP is to provide current tax planning opportunities as well as supplemental funds upon the retirement or death of certain of our employees. The EDCP is intended to aid in attracting and retaining employees of exceptional ability by providing them with these benefits. We also maintain a Benefit Protection Trust (the “Trust”) that was created to provide a source of funds to assist in meeting the obligations of the EDCP, subject to the claims of our creditors in the event of our insolvency. Assets of the Trust are consolidated in accordance with authoritative guidance. The assets of the Trust consist primarily of mutual fund investments (which are accounted for as trading securities and are marked-to-market on a monthly basis through the consolidated statements of income) and cash and cash equivalents.

Stock-based Compensation Expense

The fair value of restricted stock awards, restricted stock unit awards and performance unit awards with a service condition are determined based on the number of shares or units granted and the quoted price of our common stock on the date of grant, and the fair value of stock options is determined using the Black-Scholes valuation model. The fair value of performance unit awards with a service condition and a market condition are estimated on the date of grant using a Monte Carlo simulation model. The fair value of these awards is determined after giving effect to estimated forfeitures. Such value is recognized as expense over the service period, which is generally the vesting period of the equity grant. To the extent restricted stock awards, restricted stock unit awards, performance unit awards and stock options are forfeited prior to vesting in excess of the estimated forfeiture rate, the corresponding previously recognized expense is reversed as an offset to operating expenses.

Income Taxes

We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not. In order to record deferred tax assets and liabilities, we are following guidance under ASU 2015-17, which requires deferred tax assets and liabilities to be classified as noncurrent on the balance sheet, along with any related valuation allowance.

Deferred income taxes are provided for the estimated income tax effect of temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Deferred tax assets are also provided for operating losses, capital losses and certain tax credit carryovers. A valuation allowance, reducing deferred tax assets, is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of such deferred tax assets is dependent upon the generation of sufficient future taxable income of the appropriate character. Although realization is not assured, we do not establish a valuation allowance when we believe it is more likely than not that a net deferred tax asset will be realized.

We only recognize a tax benefit after concluding that it is more likely than not that the benefit will be sustained upon audit by the respective taxing authority based solely on the technical merits of the associated tax position. Once the recognition threshold is met, we recognize a tax benefit measured as the largest amount of the tax benefit that, in our judgment, is greater than 50% likely to be realized. Under current accounting guidance for uncertain tax positions, interest and penalties related to income tax liabilities are included in Income tax expense on the consolidated statements of income.

We have designated the undistributed earnings of substantially all of our foreign operations as indefinitely invested and as a result we do not provide for deferred income taxes on the unremitted earnings of these subsidiaries. If it is determined that cash can be repatriated with little to no tax consequences, we may choose to repatriate cash at that time. Our foreign earnings are computed under U.S. federal tax earnings and profits, or E&P, principles. In general, to the extent our financial reporting book basis over tax basis of a foreign subsidiary exceeds these E&P amounts, deferred taxes have not been provided as they are essentially permanent in duration. The determination of the amount of such unrecognized deferred tax liability is not

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

practicable. We provide for deferred income taxes on our undistributed earnings of foreign operations that are not deemed to be indefinitely invested.

Accumulated Other Comprehensive (Loss) Income

Accumulated other comprehensive (loss) income is comprised principally of foreign currency translation adjustments, amounts related to the revaluation of our euro-denominated senior notes which were designated as a hedge of our net investment in foreign operations in 2014, a realized loss on a forward starting interest rate swap entered into in 2014 which was designated as a cash flow hedge, and deferred income taxes related to the aforementioned items.

Foreign Currency Translation

The assets and liabilities of all foreign subsidiaries were prepared in their respective functional currencies and translated into U.S. Dollars based on the current exchange rate in effect at the balance sheet dates, while income and expenses were translated at average exchange rates for the periods presented. Translation adjustments are reflected as a separate component of equity.

Foreign exchange transaction gains (losses) were $51.8 million, ($3.7) million and ($10.6) million for the years ended December 31, 2015, 2014 and 2013, respectively, and are included in Other income (expenses), net, in our consolidated statements of income, with the unrealized portion included in Other, net, in our consolidated statements of cash flows. The gains in 2015 are primarily related to cash denominated in U.S. Dollars held by foreign subsidiaries where the European Union Euro serves as the functional currency.

Derivative Financial Instruments

We manage our foreign currency exposures by balancing certain assets and liabilities denominated in foreign currencies and through the use of foreign currency forward contracts from time to time, which generally expire within one year. The principal objective of such contracts is to minimize the financial impact of changes in foreign currency exchange rates. While these contracts are subject to fluctuations in value, such fluctuations are generally expected to be offset by changes in the value of the underlying foreign currency exposures being hedged. Unless otherwise noted, gains and losses on foreign currency forward contracts are recognized currently in Other income (expenses), net, and generally do not have a significant impact on results of operations.

We may also enter into interest rate swaps, collars or similar instruments from time to time, with the objective of reducing interest rate volatility relating to our borrowing costs.

The counterparties to these contractual agreements are major financial institutions with which we generally have other financial relationships. We are exposed to credit loss in the event of nonperformance by these counterparties. However, we do not anticipate nonperformance by the counterparties. We do not utilize financial instruments for trading or other speculative purposes. Our foreign currency forward contracts outstanding at December 31, 2015 and 2014 have not been designated as hedging instruments under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging.

Recently Issued Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that changed the criteria for reporting discontinued operations and modified related disclosure requirements to provide users of financial statements with more information about the assets, liabilities, revenues and expenses of discontinued operations. The guidance modified the definition of discontinued operations by limiting its scope to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. Additionally, these new requirements require entities to disclose the pretax profit or loss related to disposals of significant components that do not qualify as discontinued operations. These new requirements became effective on January 1, 2015. Refer to Note 3, “Divestitures” for additional information.

In May 2014, the 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

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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. 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. We are assessing the impact of these new requirements on our financial statements.

In June 2014, the FASB issued accounting guidance which clarifies the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The accounting guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. These new requirements become effective for annual and interim reporting periods beginning after December 15, 2015, and early adoption is permitted. We do not expect this guidance to have a significant impact on our financial statements.

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 are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We are assessing the impact of these amendments on our financial statements, however we do not expect this guidance to have a significant impact on our 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 will be effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, and is to be applied on a retrospective basis. We do not expect this guidance to have a significant impact on our financial statements.

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 will be effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, and is to be applied prospectively. Early application is permitted. We do not expect this guidance to have a significant impact on our 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 new requirement will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. We do not expect this guidance to have a significant impact on our 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 will be effective for fiscal years beginning after December 15, 2015, and 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.

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 application is permitted. We are assessing the impact of this new requirement on our financial statements.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In September 2015, the FASB issued accounting guidance that eliminates the requirement to retrospectively adjust prior period financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. Measurement-period adjustments should continue to be calculated as if they were known at the acquisition date, but will now be recognized in the reporting period in which they are determined. The new guidance also requires that the acquirer present separately on the face of the income statement or disclose in the notes the amount recorded in current-period earnings, by line item, that would have been recorded in previous reporting periods if the adjustment to provisional amounts had been recognized as of the acquisition date. As allowed by the provisions of this new guidance, we early-adopted this new guidance in the third quarter of 2015. Refer to Note 2, “Acquisitions” for additional information about the adoption of these new requirements.

In November 2015, the FASB issued accounting guidance that changes the balance sheet classification of deferred tax assets and liabilities. The guidance requires deferred tax assets and liabilities to be classified as noncurrent on the balance sheet, along with any related valuation allowance. As allowed by the provisions of this new guidance, we early-adopted this new guidance in the fourth quarter of 2015 on a prospective basis. Accordingly, deferred tax asset and liability amounts as of December 31, 2014 were not retrospectively adjusted.

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 application is permitted. We have not evaluated the impact of the updated guidance on our consolidated financial statements.

NOTE 2—Acquisitions:

On July 15, 2014, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire all the outstanding shares of Rockwood (the “Merger”). On January 12, 2015 (the “Acquisition Closing Date”), we completed the acquisition of Rockwood for a purchase price of approximately $5.7 billion. As a result, Rockwood became a wholly-owned subsidiary of Albemarle. The cash consideration was funded with proceeds from our 2014 Senior Notes, August 2014 Term Loan Agreement, Cash Bridge Facility and February 2014 Credit Agreement, each of which is described further in Note 14, “Long-Term Debt.” The fair value of the equity consideration was based on the closing price of Albemarle’s common stock on the Acquisition Closing Date of $59.70 per share, as reported on the New York Stock Exchange.

Pursuant to the Merger Agreement, at the Acquisition Closing Date each issued and outstanding share of Rockwood common stock, par value $0.01 per share, (other than shares owned directly or indirectly by Albemarle, Rockwood or the Merger Sub, as defined in the Merger Agreement, and Appraisal Shares as defined in the Merger Agreement) was canceled and extinguished and converted into the right to receive (i) $50.65 in cash, without interest, and (ii) 0.4803 of a share of Albemarle common stock, par value $0.01 per share, (the “Merger Consideration”). Pursuant to the Merger Agreement, equity awards relating to shares of Rockwood’s common stock were canceled and converted into the right to receive the cash value of the Merger Consideration. On the Acquisition Closing Date, we issued approximately 34.1 million shares of Albemarle common stock.

Subsequent to the acquisition of Rockwood, Albemarle continues to be a leading global developer, manufacturer and marketer of technologically advanced and high value-added specialty chemicals. We are a leading integrated and low-cost global producer of lithium and lithium compounds used in lithium ion batteries for electronic devices, alternative transportation vehicles and energy storage technologies, meeting the significant growth in global demand for these products. We are also one of the largest global producers of surface treatments and coatings for metal processing, servicing the automotive, aerospace and general industrial markets.

Included in Net sales and Net income attributable to Albemarle Corporation for the year ended December 31, 2015 is approximately $1.4 billion and $176.2 million, respectively, attributable to the businesses acquired from Rockwood. Included in Acquisition and integration related costs on our consolidated statement of income for the year ended December 31, 2015 is $137.7 million of costs directly related to the acquisition of Rockwood (mainly consisting of professional services and advisory fees, costs to achieve synergies, relocation costs, and other integration costs), and $8.4 million of costs in connection with other significant projects. Acquisition and integration related costs for the year ended December 31, 2014 includes $23.6 million of costs directly related to the acquisition of Rockwood and $6.6 million of costs in connection with other significant projects. Acquisition-related costs incurred during the year ended December 31, 2013 are included in Selling, general and administrative (“SG&A”) expenses and were not significant.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Preliminary 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 preliminary estimated fair value of the net assets acquired was approximately $2.8 billion and was recorded as goodwill.

The following table summarizes the consideration paid for Rockwood and the amounts of the assets acquired and liabilities assumed as of the acquisition date, which have been allocated on a preliminary basis (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	290,326
Other current assets	86,267
Property, plant and equipment	1,377,249
Investments	529,453
Other assets	25,538
Definite-lived intangible assets:
Patents and technology	227,840
Trade names and trademarks	258,740
Customer lists and relationships	1,264,227
Indefinite-lived intangible assets:
Trade names and trademarks	104,380
Other	26,410
Current liabilities	(406,513		)
Long-term debt	(1,319,132		)
Pension benefits	(316,086		)
Other noncurrent liabilities	(195,052		)
Deferred income taxes	(845,965		)
Noncontrolling interests	(17,582		)
Total identifiable net assets	2,908,186
Goodwill	2,817,135
Total net assets acquired	$	5,725,321

The allocation of the purchase price to the assets acquired and liabilities assumed, including the residual amount allocated to goodwill, is based upon preliminary information and is subject to change within the measurement period (up to one year from the acquisition date) as additional information concerning final asset and liability valuations is obtained. 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 $192.3 million. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair value of specific property, plant and equipment and intangible assets, and related deferred income taxes. The fair values of the assets acquired and liabilities assumed are based on management’s preliminary estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. While the Company believes that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired and liabilities assumed, it will evaluate any necessary information prior to finalization of the amounts. During the measurement-period, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

resulted in revised estimated values of those assets or liabilities as of that date. The effect of measurement-period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date. The impact of all changes that do not qualify as measurement-period adjustments will be included in current period earnings. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to a possible impairment of the intangible assets or goodwill, or require acceleration of the amortization of intangible assets in subsequent periods.

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 will not be amortizable or deductible for tax purposes.

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.

Long-term debt assumed primarily includes Rockwood’s 4.625% senior notes with an aggregate principal amount of $1.25 billion and a fair value adjustment of approximately $43.7 million related to the senior notes. The fair value adjustment was based primarily on reported market values using Level 1 inputs. See Note 14, “Long-Term Debt,” for additional information about these senior notes.

As discussed further in Note 1, “Summary of Significant Accounting Policies,” in the third quarter of 2015 the Company early-adopted new accounting guidance that changes the reporting requirements for measurement-period adjustments that occur in periods after a business combination is consummated. For the three months ended December 31, 2015, Depreciation and amortization expense included in Cost of goods sold was reduced by approximately $3.0 million as a result of measurement period adjustments related to previous reporting periods. There were no significant measurement-period adjustments recorded in the consolidated statement of income for the year ended December 31, 2015 that related to previous reporting periods.

Unaudited Pro Forma Financial Information

The following unaudited pro forma results of operations of the Company for the years ended December 31, 2015 and 2014 assume that the Merger occurred on January 1, 2014. The pro forma amounts include certain adjustments, including interest expense, depreciation, amortization expense and income taxes. The pro forma amounts for the years ended December 31, 2015 and 2014 were adjusted to exclude approximately $137.7 million and $23.6 million, respectively, of nonrecurring acquisition and integration related costs. Additionally, pro forma amounts for the year ended December 31, 2015 were adjusted to exclude approximately $103.0 million of charges related to the utilization of the inventory markup as further described in Note 25, “Segment and Geographic Area Information.” The 2014 pro forma results do not include adjustments related to cost savings or other synergies that are anticipated as a result of the Merger. 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, 2014, nor are they indicative of future results of operations.

	Year Ended December 31,
	2015				2014
	(in thousands, except per share amounts)
Pro forma Net sales	$	3,684,665			$	3,870,428
Pro forma Net income from continuing operations	$	527,997			$	353,313
Pro forma Net income from continuing operations per share:
Basic	$	4.75			$	3.13
Diluted	$	4.73			$	3.12

Litigation Related to the Merger

On February 19, 2015, Verition Multi-Strategy Master Fund Ltd. and Verition Partners Master Fund Ltd., who collectively owned approximately 882,000 shares of Rockwood common stock immediately prior to the Merger, commenced an action in the Delaware Chancery Court seeking appraisal of their shares of Rockwood common stock pursuant to Delaware General Corporation Law § 262. These shareholders exercised their right not to receive the Merger Consideration for each share of Rockwood common stock owned by such shareholders. Following the Merger, these shareholders ceased to have any rights with respect to their Rockwood shares, except for their rights to seek an appraisal of the cash value of their Rockwood shares under Delaware law. On March 16, 2015, Albemarle, on behalf of Rockwood, filed an Answer and Verified List in response to

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

the appraisal petition. On November 2, 2015, the court granted the parties’ jointly stipulated amended scheduling order, which set forth dates for fact and expert discovery, as well as trial. On December 21, 2015, the parties entered into a Settlement Agreement and Release to resolve the matter, and on January 11, 2016, the Court dismissed the matter with prejudice.

Acquisition of Remaining Interest in Shanghai Chemetall Chemicals Co., Ltd.

On January 29, 2015, we acquired the remaining 40% interest in Shanghai Chemetall Chemicals Co., Ltd., (“Shanghai Chemetall”) for approximately $57.6 million ($45.6 million net of cash acquired), the proceeds of which came from the release of restricted cash acquired from Rockwood at closing. As of the acquisition date, Shanghai Chemetall became a wholly-owned subsidiary of Albemarle and is being consolidated into the Chemetall® Surface Treatment segment. The purchase price and the fair value of our equity interest immediately before the date of acquisition (approximately $60 million), as well as the fair value of the noncontrolling interest in Nanjing Chemetall Surface Technologies Co., Ltd., have been allocated to the net assets acquired at the acquisition date. On December 23, 2015, we paid approximately $4.8 million in connection with the acquisition of the remaining noncontrolling interests’ share of Nanjing Chemetall Surface Technologies Co., Ltd.

NOTE 3—Divestitures:

Assets Held for Sale

In 2015, we announced our intention to pursue strategic alternatives, including divestitures, related to certain businesses which include minerals-based flame retardants and specialty chemicals, fine chemistry services and metal sulfides. In the fourth quarter of 2015, we determined that the assets held for sale criteria in accordance with ASC 360, Property, Plant and Equipment, were met for these businesses as well as a small group of assets at an idled site. As such, the assets and liabilities of these businesses are included in Assets held for sale and Liabilities held for sale, respectively, in the consolidated balance sheet as of December 31, 2015. We have determined that as of December 31, 2015, the expected cash flows of these businesses were sufficient to establish recoverability of the asset carrying values, and therefore no impairment charge has been recorded in the accompanying financial statements under the held-for-sale model.

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, the Company closed the sale of this business. We received net proceeds of approximately $137 million, and we currently expect to record a gain in the first quarter of 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 businesses to Huber Engineered Materials, a division of J.M. Huber Corporation. The transaction includes Albemarle’s Martinswerk GmbH subsidiary and manufacturing facility located in Bergheim, Germany, and Albemarle’s 50% ownership interest in Magnifin Magnesiaprodukte GmbH, a joint-venture with Radex Heraklith Industriebeteiligung AG at Breitenau, Austria. On February 1, 2016, the Company closed the sale of these businesses. We received net proceeds of approximately $187 million, subject to post-closing adjustments. We currently expect to record a gain in the first quarter of 2016 related to the sale of these businesses.

The carrying amounts of the major classes of assets and liabilities that were classified as held for sale at December 31, 2015, are as follows (in thousands):

Assets
Current assets	$	156,421
Net property, plant and equipment	115,865
Goodwill	46,794
Other intangibles, net of amortization	66,324
All other noncurrent assets	19,081
Assets held for sale	$	404,485
Liabilities
Current liabilities	$	72,756
Deferred income taxes	24,947
All other noncurrent liabilities	31,003
Liabilities held for sale	$	128,706

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Assets held for sale and related liabilities are classified as current in the consolidated balance sheet as of December 31, 2015 because the Company has completed or expects to complete the sale of such assets in 2016. The results of operations of the businesses classified as held for sale are included in continuing operations within the consolidated statements of income. These businesses did not qualify for discontinued operations treatment because the Company’s management does not consider their sale as representing a strategic shift that had or will have a major effect on the Company’s operations and financial results.

Discontinued Operations

On April 15, 2014, the Company signed a definitive agreement to sell its antioxidant, ibuprofen and propofol businesses and assets to SI Group, Inc. Included in the transaction were Albemarle’s manufacturing sites in Orangeburg, South Carolina and Jinshan, China, along with Albemarle’s antioxidant product lines manufactured in Ningbo, China. On September 1, 2014, the Company closed the sale of these businesses and assets and received net proceeds of $104.7 million. A working capital settlement of $7.6 million (recorded in Other accounts receivable at December 31, 2014) was received in the first quarter of 2015. Financial results of the disposed group have been presented as discontinued operations in the consolidated statements of income for 2014 and 2013. A summary of results of discontinued operations for the years ended December 31, 2014 and 2013 is as follows (in thousands):

	Year Ended December 31,
	2014				2013
Net sales	$	154,273			$	222,146
(Loss) income from discontinued operations	$	(90,439	)		$	5,985
Income tax (benefit) expense	(20,908		)		1,877
(Loss) income from discontinued operations (net of tax)	$	(69,531	)		$	4,108

Included in (Loss) income from discontinued operations for the year ended December 31, 2014 are pre-tax charges of $85.5 million ($65.7 million after income taxes) related to the loss on the sale of the disposed group, representing the difference between the carrying value of the related assets and their fair value as determined by the sales price less estimated costs to sell. The loss is primarily attributable to the write-off of goodwill, intangibles and long-lived assets, net of cumulative foreign currency translation gains of $17.8 million.

NOTE 4—Supplemental Cash Flow Information:

Supplemental information related to the consolidated statements of cash flows is as follows (in thousands):

	Year Ended December 31,
	2015				2014				2013
Cash paid during the year for:
Income taxes (net of refunds of $7,333, $6,035 and $14,296 in 2015, 2014 and 2013, respectively)(a)	$	162,408			$	56,174			$	51,772
Interest (net of capitalization)	$	153,271			$	33,604			$	29,629
Supplemental non-cash disclosures related to investing activities:
Capital expenditures included in Accounts payable	$	45,826			$	20,373			$	13,741

(a)	Cash paid for income taxes during 2015 includes approximately $111 million of taxes paid on repatriation of earnings from legacy Rockwood entities.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5—Earnings Per Share:

Basic and diluted earnings per share from continuing operations are calculated as follows (in thousands, except per share amounts):

	Year Ended December 31,
	2015				2014				2013
Basic earnings per share from continuing operations
Numerator:
Net income from continuing operations	$	360,064			$	230,437			$	435,726
Net income from continuing operations attributable to noncontrolling interests	(25,158		)		(27,590		)		(26,663		)
Net income from continuing operations attributable to Albemarle Corporation	$	334,906			$	202,847			$	409,063
Denominator:
Weighted-average common shares for basic earnings per share	111,182				78,696				83,839
Basic earnings per share from continuing operations	$	3.01			$	2.57			$	4.88
Diluted earnings per share from continuing operations
Numerator:
Net income from continuing operations	$	360,064			$	230,437			$	435,726
Net income from continuing operations attributable to noncontrolling interests	(25,158		)		(27,590		)		(26,663		)
Net income from continuing operations attributable to Albemarle Corporation	$	334,906			$	202,847			$	409,063
Denominator:
Weighted-average common shares for basic earnings per share	111,182				78,696				83,839
Incremental shares under stock compensation plans	374				406				483
Weighted-average common shares for diluted earnings per share	111,556				79,102				84,322
Diluted earnings per share from continuing operations	$	3.00			$	2.57			$	4.85

The Company’s policy on how to determine windfalls and shortfalls for purposes of calculating assumed stock award proceeds under the treasury stock method when determining the denominator for diluted earnings per share is to exclude the impact of pro forma deferred tax assets (i.e. the windfall or shortfall that would be recognized in the financial statements upon exercise of the award). At December 31, 2015, there were 1,114,041 common stock equivalents not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.

Included in the calculation of basic earnings per share are unvested restricted stock awards that contain nonforfeitable rights to dividends. At December 31, 2015, there were 9,250 unvested shares of restricted stock awards outstanding.

We have the authority to issue 15 million shares of preferred stock in one or more classes or series. As of December 31, 2015, no shares of preferred stock have been issued.

On February 12, 2013, our Board of Directors authorized an increase in the number of shares the Company is permitted to repurchase under our share repurchase program, pursuant to which the Company is now permitted to repurchase up to a maximum of 15 million shares, including those shares previously authorized but not yet repurchased.

Under its existing Board authorized share repurchase program, in 2014 and 2013 the Company repurchased 2,190,254 shares and 7,064,932 shares of its common stock, respectively, pursuant to accelerated share repurchase (“ASR”) agreements with two financial institutions. Amounts paid pursuant to the ASR agreements were $150 million and $450 million in 2014 and 2013, respectively, and these purchases were funded through a combination of available cash on hand and debt. The Company determined that each of the ASR agreements met the criteria to be accounted for as a forward contract indexed to its own stock and were therefore treated as equity instruments. The final number of shares delivered upon settlement of each agreement was determined with reference to the daily Rule 10b-18 volume weighted-average prices of the Company’s common stock over the term of each agreement, less a forward price adjustment amount. The shares repurchased reduced the Company’s weighted average shares outstanding for purposes of calculating basic and diluted earnings per share.

During the years ended December 31, 2014 and 2013, the Company repurchased 2,190,254 and 9,198,056 shares of its common stock, respectively, pursuant to the terms of its share repurchase program. There were no shares of the Company’s

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

common stock repurchased during the year ended December 31, 2015. As of December 31, 2015, there were 3,749,340 remaining shares available for repurchase under the Company’s authorized share repurchase program.

NOTE 6—Other Accounts Receivable:

Other accounts receivable consist of the following at December 31, 2015 and 2014 (in thousands):

	December 31,
	2015				2014
Value added tax/consumption tax	$	24,316			$	23,205
Other	55,561				26,218
Total	$	79,877			$	49,423

NOTE 7—Inventories:

The following table provides a breakdown of inventories at December 31, 2015 and 2014 (in thousands):

	December 31,
	2015				2014
Finished goods	$	308,462			$	262,769
Raw materials and work in process(a)	144,886				53,152
Stores, supplies and other	55,380				42,440
Total inventories	$	508,728			$	358,361

(a)	Balance at December 31, 2015 includes $39.1 million of work in process related to the Lithium product category.

Approximately 17% and 28% of our inventories are valued using the last-in, first-out (“LIFO”) method at December 31, 2015 and 2014, respectively. The portion of our domestic inventories stated on the LIFO basis amounted to $85.1 million and $100.7 million at December 31, 2015 and 2014, respectively, which are below replacement cost by approximately $36.9 million and $43.0 million, respectively.

NOTE 8—Other Current Assets:

Other current assets consist of the following at December 31, 2015 and 2014 (in thousands):

	December 31,
	2015				2014
Deferred income taxes—current(a)	$	—			$	1,801
Income tax receivables	23,740				22,837
Prepaid expenses	43,280				41,448
Other	4,331				—
Total	$	71,351			$	66,086

(a)	See Note 1, “Summary of Significant Accounting Policies” and Note 20, “Income Taxes.”

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9—Property, Plant and Equipment:

Property, plant and equipment, at cost, consist of the following at December 31, 2015 and 2014 (in thousands):

		Useful Lives (Years)		December 31,
2015				2014
Land(a)		—		$	145,912			$	56,249
Land improvements		5 – 30		59,423				49,099
Buildings and improvements(a)		10 – 45		297,163				214,364
Machinery and equipment(b)		2 – 45		2,305,641				2,106,451
Long-term mineral rights and production equipment costs		7 – 60		652,871				85,888
Construction in progress		—		420,152				108,619
Total				$	3,881,162			$	2,620,670

(a)	Includes Land under capital lease of $2.8 million and Buildings and improvements under capital lease of $9.9 million at December 31, 2015.

(b)

Consists primarily of (1) short-lived production equipment components, office and building equipment and other equipment with estimated lives ranging 2 – 7 years, (2) production process equipment (intermediate components) with estimated lives ranging 8 – 19 years, (3) production process equipment (major unit components) with estimated lives ranging 20 – 29 years, and (4) production process equipment (infrastructure and other) with estimated lives ranging 30 – 45 years.

In 2015, approximately $1.4 billion was allocated to Property, plant and equipment in connection with the acquisition of Rockwood. See Note 2, “Acquisitions” for additional information about the amounts of assets acquired and liabilities assumed upon the acquisition of Rockwood. In 2014, we sold our antioxidant, ibuprofen and propofol businesses and assets to SI Group, Inc. Included in the transaction were our manufacturing sites in Orangeburg, South Carolina and Jinshan, China, along with our antioxidant product lines manufactured in Ningbo, China. In connection with the sale, net property, plant and equipment was reduced by $100.0 million. See Note 3 “Divestitures” for additional information about this transaction.

The cost of property, plant and equipment, including buildings and improvements under capital lease, is depreciated generally by the straight-line method. Depletion of long-term mineral rights is based on the units-of-production method. Depreciation expense amounted to $180.7 million, $97.9 million and $99.3 million during the years ended December 31, 2015, 2014 and 2013, respectively. Depreciation expense related to discontinued operations was $2.3 million and $8.6 million during the years ended December 31, 2014 and 2013, respectively. Interest capitalized on significant capital projects in 2015, 2014 and 2013 was $11.2 million, $2.4 million and $6.1 million, respectively. As of December 31, 2015, accumulated amortization for assets under capital lease acquired from Rockwood was $0.3 million.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10—Investments:

Investments include our share of unconsolidated joint ventures, nonmarketable securities and marketable equity securities. The following table details our investment balances at December 31, 2015 and 2014 (in thousands).

		December 31,
		2015				2014
Joint ventures(a)		$	430,952			$	169,891
Nonmarketable securities		208				177
Marketable equity securities		24,257				23,974
Total		$	455,417			$	194,042

(a)	Balance at December 31, 2015 excludes our investment in Magnifin Magnesiaprodukte GmbH & Co. KG (“Magnifin”), which is included in Assets held for sale. Refer to Note 3, “Divestitures.”

Our ownership positions in significant unconsolidated investments are shown below:

			December 31,
			2015			2014			2013
*		Windfield Holdings Pty Ltd - a joint venture with Sichuan Tianqi Lithium Industries, Inc., that mines lithium ore and produces lithium concentrate	49	%		—	%		—	%
*		Nippon Aluminum Alkyls - a joint venture with Mitsui Chemicals, Inc. that produces aluminum alkyls	50	%		50	%		50	%
*		Magnifin Magnesiaprodukte GmbH & Co. KG - a joint venture with Radex Heraklith Industriebeteiligung AG that produces specialty magnesium hydroxide products	50	%		50	%		50	%
*		Nippon Ketjen Company Limited - a joint venture with Sumitomo Metal Mining Company Limited that produces refinery catalysts	50	%		50	%		50	%
*		Eurecat S.A. - a joint venture with IFP Investissements for refinery catalysts regeneration services	50	%		50	%		50	%
*		Fábrica Carioca de Catalisadores S.A. - a joint venture with Petrobras Quimica S.A. - PETROQUISA that produces catalysts and includes catalysts research and product development activities	50	%		50	%		50	%

Our investment in the significant unconsolidated joint ventures above, including Magnifin, amounted to $402.6 million and $148.3 million as of December 31, 2015 and 2014, respectively, and the amount included in Equity in net income of unconsolidated investments (net of tax) in the consolidated statements of income totaled $25.4 million, $34.7 million and $32.2 million for the years ended December 31, 2015, 2014 and 2013, respectively. As further described in Note 25, “Segment and Geographic Area Information,” Equity in net income of unconsolidated investments (net of tax) for the year ended December 31, 2015 was reduced by $27.1 million related to the utilization of the inventory markup to fair value in connection with the acquisition of Rockwood. Undistributed earnings attributable to our significant unconsolidated investments represented approximately $105.9 million and $107.8 million of our consolidated retained earnings at December 31, 2015 and 2014, respectively. All of the unconsolidated joint ventures in which we have investments are private companies and accordingly do not have a quoted market price available.

The following summary lists our assets, liabilities and results of operations for our significant unconsolidated joint ventures presented herein (in thousands):

		December 31,
		2015				2014
Summary of Balance Sheet Information:
Current assets		$	331,630			$	226,392
Noncurrent assets		935,790				181,343
Total assets		$	1,267,420			$	407,735
Current liabilities		$	106,966			$	74,242
Noncurrent liabilities		339,604				63,585
Total liabilities		$	446,570			$	137,827

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

		Year Ended December 31,
		2015				2014				2013
Summary of Statements of Income Information:
Net sales		$	560,376			$	499,394			$	499,941
Gross profit		$	253,569			$	164,063			$	168,898
Income before income taxes		$	157,501			$	101,983			$	101,680
Net income		$	111,491			$	71,466			$	71,322

We have evaluated each of the unconsolidated investments pursuant to current accounting guidance and none qualify for consolidation. Dividends received from our significant unconsolidated investments were $58.1 million, $39.6 million and $20.1 million in 2015, 2014 and 2013, respectively.

At December 31, 2015 and 2014, the carrying amount of our investments in unconsolidated joint ventures exceeded the amount of underlying equity in net assets by approximately $11.5 million and $7.0 million, respectively. These amounts represent the differences between the value of certain assets of the joint ventures and our related valuation on a U.S. GAAP basis. As of December 31, 2015 and 2014, $0.8 million and $1.0 million, respectively, remained to be amortized over the remaining useful lives of the assets with the balance of the difference representing primarily our share of the joint ventures’ goodwill.

The Company holds a 49% equity interest in Windfield Holdings Pty Ltd (“Windfield”), which we acquired in the Rockwood acquisition. With regards 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 $280.2 million at December 31, 2015. 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 $27.6 million and $6.2 million at December 31, 2015 and December 31, 2014, respectively. Our unconsolidated VIE’s are reported in Investments in the 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 consolidated statement of cash flows for the year ended December 31, 2015, is a return of capital from Windfield of $98.0 million.

Assets of the Benefit Protection Trust, in conjunction with our EDCP, are accounted for as trading securities in accordance with authoritative accounting guidance. The assets of the Trust consist primarily of mutual fund investments and are marked-to-market on a monthly basis through the consolidated statements of income. As of December 31, 2015 and 2014, these marketable securities amounted to $21.6 million and $22.2 million, respectively.

At December 31, 2015 and 2014, loans receivable from our 50%-owned joint venture, Saudi Organometallic Chemicals Company (“SOCC”), totaled approximately $30.0 million and are included in Other assets in the consolidated balance sheets. Interest on these loans is based on either the London Inter-Bank Offered Rate (“LIBOR”) or Saudi Arabia Inter-Bank Offered Rate (“SAIBOR”), plus a margin of 1.275%, per annum. Principal repayments on amounts outstanding under this arrangement are required as mutually agreed upon by the joint venture partners, but with any outstanding balances due in full no later than December 31, 2021.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11—Other Assets:

Other assets consist of the following at December 31, 2015 and 2014 (in thousands):

	December 31,
	2015				2014
Deferred income taxes—noncurrent(a)	$	76,025			$	62,440
Assets related to unrecognized tax benefits(a)	50,875				22,100
Long-term advances to joint ventures(b)	31,780				34,084
Deferred financing costs(c)	19,605				23,583
Other	38,713				18,749
Total	$	216,998			$	160,956

(a)	See Note 1, “Summary of Significant Accounting Policies” and Note 20, “Income Taxes.”

(b)	See Note 10, “Investments.”

(c)	See Note 14, “Long-Term Debt.”

NOTE 12—Goodwill and Other Intangibles:

Goodwill and other intangibles consist principally of goodwill, customer lists, trade names, trademarks, patents and other intangibles.

The following table summarizes the changes in goodwill by operating segment for the years ended December 31, 2015 and 2014 (in thousands):

	Performance Chemicals				Refining Solutions				Chemetall Surface Treatment				All Other				Total
Balance at December 31, 2013	$	42,025			$	218,382			$	—			$	23,796			$	284,203
Divestitures(a)	—				—				—				(15,088		)		(15,088		)
Foreign currency translation adjustments	(9		)		(25,725		)		—				(119		)		(25,853		)
Balance at December 31, 2014	42,016				192,657				—				8,589				243,262
Acquisition of Rockwood	1,293,467				—				1,482,517				41,151				2,817,135
Other acquisitions(b)	—				—				23,993				—				23,993
Reclass to assets held for sale(c)	—				—				—				(46,794		)		(46,794		)
Foreign currency translation adjustments	(47,659		)		(19,929		)		(73,251		)		(2,946		)		(143,785		)
Balance at December 31, 2015	$	1,287,824			$	172,728			$	1,433,259			$	—			$	2,893,811

(a)	In 2014, we reduced goodwill by $15.1 million in connection with the sale of our antioxidant, ibuprofen and propofol businesses and assets which closed on September 1, 2014. See Note 3 “Divestitures” for additional information about this transaction.

(b)	Primarily relates to the acquisition of the remaining interest in Shanghai Chemetall. See Note 2, “Acquisitions.”

(c)	See Note 3, “Divestitures.”

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Other intangibles consist of the following at December 31, 2015 and 2014 (in thousands):

	Customer Lists and Relationships				Trade Names and Trademarks (a)				Patents and Technology				Other (b)				Total
Gross Asset Value
Balance at December 31, 2013	$	86,426			$	26,907			$	48,743			$	38,342			$	200,418
Acquisitions(c)	—				—				5,228				—				5,228
Divestitures(d)	(34,892		)		(8,171		)		(11,316		)		(14,161		)		(68,540		)
Foreign currency translation adjustments and other	(3,055		)		(1,181		)		(2,257		)		(740		)		(7,233		)
Balance at December 31, 2014	48,479				17,555				40,398				23,441				129,873
Acquisition of Rockwood	1,264,226				363,120				227,838				26,410				1,881,594
Other acquisitions(e)	76,052				—				1,433				73				77,558
Reclass to assets held for sale(f)	(16,608		)		—				(54,060		)		(1,454		)		(72,122		)
Foreign currency translation adjustments and other	(88,092		)		(25,468		)		(15,508		)		(6,117		)		(135,185		)
Balance at December 31, 2015	$	1,284,057			$	355,207			$	200,101			$	42,353			$	1,881,718
Accumulated Amortization
Balance at December 31, 2013	$	(35,988	)		$	(8,970	)		$	(40,354	)		$	(26,903	)		$	(112,215	)
Amortization	(2,839		)		(824		)		(388		)		(1,686		)		(5,737		)
Divestitures(d)	14,487				1,539				5,738				5,820				27,584
Foreign currency translation adjustments and other	1,409				343				2,173				695				4,620
Balance at December 31, 2014	(22,931		)		(7,912		)		(32,831		)		(22,074		)		(85,748		)
Amortization	(51,926		)		(12,228		)		(12,501		)		(627		)		(77,282		)
Reclass to assets held for sale(f)	596				—				3,880				1,322				5,798
Foreign currency translation adjustments and other	2,303				381				1,675				4,202				8,561
Balance at December 31, 2015	$	(71,958	)		$	(19,759	)		$	(39,777	)		$	(17,177	)		$	(148,671	)
Net Book Value at December 31, 2014	$	25,548			$	9,643			$	7,567			$	1,367			$	44,125
Net Book Value at December 31, 2015	$	1,212,099			$	335,448			$	160,324			$	25,176			$	1,733,047

(a)	Included in Trade Names and Trademarks are indefinite-lived intangible assets with a gross carrying amount of $9.2 million and $113.1 million at December 31, 2014 and 2015, respectively.

(b)	Included in Other is an indefinite-lived intangible asset with a gross carrying amount of $21.9 million at December 31, 2015.

(c)	Increase in Patents and Technology relates to a purchase accounting adjustment in connection with our acquisition of Cambridge Chemical Company, Ltd.

(d)	In 2014 we reduced intangible assets by $68.5 million and related accumulated amortization by $27.6 million in connection with the sale of our antioxidant, ibuprofen and propofol businesses and assets which closed on September 1, 2014. See Note 3 “Divestitures” for additional information about this transaction.

(e)	Primarily relates to the acquisition of the remaining interest in Shanghai Chemetall. See Note 2, “Acquisitions.”

(f)	See Note 3, “Divestitures.”

Useful lives range from 15 – 25 years for customer lists and relationships; 11 – 20 years for trade names and trademarks; 17 – 20 years for patents and technology; and 5 – 15 years for other.

Amortization of other intangibles amounted to $77.3 million, $5.7 million and $8.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. Included in amortization for the year ended December 31, 2015 is $49.2 million of amortization using the pattern of economic benefit method. Amortization of other intangibles related to discontinued operations was $0.9 million and $3.5 million for the years ended December 31, 2014 and 2013, respectively.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Total estimated amortization expense of other intangibles, excluding other intangibles in assets held for sale, for the next five fiscal years is as follows (in thousands):

	Estimated Amortization Expense
2016	$	90,002
2017	$	91,485
2018	$	92,884
2019	$	93,275
2020	$	93,189

NOTE 13—Accrued Expenses:

Accrued expenses consist of the following at December 31, 2015 and 2014 (in thousands):

	December 31,
	2015				2014
Employee benefits, payroll and related taxes	$	125,236			$	49,072
Obligations in connection with Rockwood acquisition(a)	128,881				—
Other(b)	148,262				117,102
Total	$	402,379			$	166,174

(a)	Includes accruals related to certain litigation matters and businesses divested by Rockwood prior to the Acquisition Closing Date.

(b)	No individual component exceeds 5% of total current liabilities.

NOTE 14—Long-Term Debt:

Long-term debt consists of the following at December 31, 2015 and 2014 (in thousands):

	December 31,
	2015				2014
Term loan facilities	$	1,250,000			$	—
1.875% Senior notes, net of unamortized discount of $5,109 at December 31, 2015 and $6,605 at December 31, 2014	763,946				844,315
3.00% Senior notes, net of unamortized discount of $244 at December 31, 2015 and $306 at December 31, 2014	249,756				249,694
4.15% Senior notes, net of unamortized discount of $1,294 at December 31, 2015 and $1,439 at December 31, 2014	423,706				423,561
4.50% Senior notes, net of unamortized discount of $1,557 at December 31, 2015 and $1,871 at December 31, 2014	348,443				348,129
5.10% Senior notes, net of unamortized discount of $3 at December 31, 2014	—				324,997
5.45% Senior notes, net of unamortized discount of $995 at December 31, 2015 and $1,029 at December 31, 2014	349,005				348,971
Commercial paper notes	351,349				367,178
Fixed rate foreign borrowings	995				1,958
Variable-rate foreign bank loans	77,452				25,139
Variable-rate domestic bank loans	20,479				—
Capital lease obligations	16,807				—
Miscellaneous	81				189
Total long-term debt	3,852,019				2,934,131
Less amounts due within one year	677,345				711,096
Long-term debt, less current portion	$	3,174,674			$	2,223,035

Aggregate annual maturities of long-term debt as of December 31, 2015 are as follows (in millions): 2016—$677.3; 2017—$59.1; 2018—$86.4; 2019—$335.5; 2020—$1,158.4; thereafter—$1,544.5.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Rockwood Acquisition Financing

The net proceeds from senior notes we issued in the fourth quarter of 2014, together with borrowings under our revolving credit agreement, commercial paper notes, August 15, 2014 term loan credit agreement and a senior unsecured cash bridge facility, were used to finance the cash portion of the consideration for the acquisition of Rockwood, pay fees and expenses related to the acquisition, repay our 5.10% senior notes, with the remainder, if any, used for general corporate purposes.

Senior Notes

In the fourth quarter of 2014, we issued a series of senior notes (collectively, the “2014 Senior Notes”) as follows:

•	€700.0 million aggregate principal amount of senior notes, issued on December 8, 2014, bearing interest at a rate of 1.875% payable annually on December 8 of each year, beginning in 2015. The effective interest rate on these senior notes is approximately 2.10%. These senior notes mature on December 8, 2021.

•	$250.0 million aggregate principal amount of senior notes, issued on November 24, 2014, bearing interest at a rate of 3.00% payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2015. The effective interest rate on these senior notes is approximately 3.18%. These senior notes mature on December 1, 2019.

•	$425.0 million aggregate principal amount of senior notes, issued on November 24, 2014, bearing interest at a rate of 4.15% payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2015. The effective interest rate on these senior notes is approximately 5.06%. These senior notes mature on December 1, 2024.

•	$350.0 million aggregate principal amount of senior notes, issued on November 24, 2014, bearing interest at a rate of 5.45% payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2015. The effective interest rate on these senior notes is approximately 5.50%. These senior notes mature on December 1, 2044.

Upon completion of the Rockwood acquisition, we assumed Rockwood’s senior notes with an aggregate principal amount of $1.25 billion. These senior notes bore interest at a rate of 4.625% payable semi-annually on April 15 and October 15 of each year, and had a scheduled maturity of October 15, 2020. At October 15, 2015, the carrying amount of the 4.625% senior notes included an unamortized premium of approximately $38.0 million, which resulted from an adjustment to fair value upon our assumption of the notes from Rockwood. The effective interest rate of the notes was approximately 3.95%.

Under the terms of the indenture governing the 4.625% senior notes, as amended and supplemented, on October 15, 2015, our wholly-owned subsidiary, Rockwood Specialties Group, Inc., redeemed all of the outstanding 4.625% senior notes at a redemption price equal to 103.469% of the principal amount of the notes, representing a premium of $43.3 million, plus accrued and unpaid interest to the redemption date. The guarantees of the 4.625% senior notes and the 2014 Senior Notes were released upon repayment of the 4.625% senior notes. Included in Interest and financing expenses in our consolidated statements of income and Other, net, in our consolidated statements of cash flows for the year ended December 31, 2015 is a loss on early extinguishment of approximately $5.4 million related to these senior notes.

Our $350.0 million aggregate principal amount of senior notes, issued on December 10, 2010, bear interest at a rate of 4.50% payable semi-annually on June 15 and December 15 of each year. The effective interest rate on these senior notes is approximately 4.70%. These senior notes mature on December 15, 2020.

Our $325.0 million aggregate principal amount of senior notes, which were issued on January 20, 2005 and bore interest at a rate of 5.10%, matured and were repaid on February 1, 2015. The effective interest rate on these senior notes was approximately 5.19%. As a result of the refinancing of these senior notes prior to December 31, 2014, these senior notes were included in Current portion of long-term debt at December 31, 2014.

In anticipation of refinancing our 5.10% senior notes in the fourth quarter of 2014, on January 22, 2014, we entered into a pay fixed, receive variable rate forward starting interest rate swap with J.P. Morgan Chase Bank, N.A., to be effective October 15, 2014. Our risk management objective and strategy for undertaking this hedge was to eliminate the variability in the interest rate and partial credit spread on the 20 future semi-annual coupon payments that we will pay in connection with our 4.15% senior notes. The notional amount of the swap was $325.0 million and the fixed rate was 3.281%, with the cash settlement determined by reference to the changes in the U.S. Dollar 3-month LIBOR and credit spreads from the date we entered into the swap until the date the swap was settled (October 15, 2014). This derivative financial instrument was designated and accounted for as a cash flow hedge under ASC 815, Derivatives and Hedging. We determined there was no ineffectiveness during the term of the swap. On October 15, 2014, the swap was settled, resulting in a payment to the counterparty of $33.4 million. This amount was recorded in Accumulated other comprehensive (loss) income and is being amortized to interest expense over the life of the 4.15% senior notes. The amount to be reclassified to interest expense from Accumulated other comprehensive (loss) income during the next twelve months is approximately $3.3 million.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In connection with the offering of the 1.875% Euro-denominated senior notes which were priced on December 1, 2014, we entered into two forward contracts on November 24, 2014, each with a notional value of €350.0 million, to exchange a total of €700.0 million for U.S. Dollars, with settlement occurring on December 18, 2014, and with the total notional value representing an amount equivalent to the gross proceeds from the offering of the 1.875% Euro-denominated senior notes. The objective of entering into these forward contracts was to minimize the financial impact of changes in the Euro-to-U.S. Dollar exchange rate with respect to our foreign subsidiaries where the Euro serves as the functional currency. From the effective date of the contracts until the date of settlement, the forward contracts were designated as effective hedges of our net investment in these foreign subsidiaries. Upon settlement, a gain of $5.2 million was recorded in accumulated other comprehensive (loss) income, and such amount is expected to remain in accumulated other comprehensive (loss) income until the complete or substantially complete liquidation of our investment in these foreign subsidiaries. On December 18, 2014, the carrying value of the 1.875% Euro-denominated senior notes was designated as an effective hedge of our net investment in foreign subsidiaries where the Euro serves as the functional currency, and beginning on the date of designation, gains or losses on the revaluation of these senior notes to our reporting currency have been and will be recorded in accumulated other comprehensive (loss) income. During the years ended December 31, 2015 and 2014, gains of $50.9 million and $12.8 million were recorded in accumulated other comprehensive (loss) income in connection with the revaluation of these senior notes to our reporting currency.

September 2015 Term Loan Agreement

The 4.625% senior notes we assumed from Rockwood were repaid with proceeds from a new term loan agreement we entered into on September 14, 2015 (the “September 2015 Term Loan Agreement”) with JPMorgan Chase Bank, N.A. (the “Administrative Agent”) and certain other lenders. The September 2015 Term Loan Agreement provides for borrowings under a 364-day term loan facility (the “364-Day Facility”) and a five-year term loan facility (the “Five-Year Facility”), or collectively, the “Term loan facilities.” As of December 31, 2015, aggregate amounts outstanding under the 364-Day Facility and the Five-Year Facility were $300.0 million and $950.0 million, respectively. As of February 19, 2016, we repaid the 364-Day Facility in full and we repaid approximately $31 million of borrowings under the Five-Year Facility, each primarily with proceeds from the sale of the Company’s Tribotecc metal sulfides business and the sale of the Company’s minerals-based flame retardants and specialty chemicals businesses, both of which closed in the first quarter of 2016. Borrowings under the facilities bear interest equal to, at the option of the Company: (a) LIBOR plus a margin ranging from 1.000% to 1.875% per annum depending upon the long-term, unsecured, senior, non-credit enhanced debt rating of the Company, or (b) a base rate (defined as the highest of (i) the Federal Funds Rate plus 0.50%; (ii) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate”; or (iii) one-month LIBOR plus 1.00%) plus a margin of 0.000% to 0.875% per annum depending upon the long-term, unsecured, senior, non-credit enhanced debt rating of the Company. As of December 31, 2015, the interest rate on both Term loan facilities was LIBOR plus 1.375%.

Borrowings under the 364-Day Facility were required to be repaid 364 days after initial funding. Borrowings under the Five-Year Facility are required to be repaid in equal quarterly installments on the last business day of each of March, June, September and December, beginning with September 30, 2016, and ending with the last such day to occur prior to the fifth anniversary after initial funding (each a “Payment Date”), in an aggregate principal amount equal to (a) in the case of each Payment Date occurring on or after the first anniversary and prior to the second anniversary of initial funding, 1.25% of the aggregate principal amount of such loans, and (b) in the case of each Payment Date occurring on or after the second anniversary of initial funding, equal to 2.5% of the aggregate principal amount of such loans. On the fifth anniversary after initial funding, any remaining amounts outstanding under the Five-Year Facility become due and payable. Additionally, the agreement requires that proceeds from divestitures of the Company’s Tribotecc metal sulfides business and the Company’s minerals-based flame retardants and specialty chemicals businesses, and intended divestiture of its Fine Chemistry Services business, must be used to repay amounts outstanding under the September 2015 Term Loan Agreement. Borrowings under the September 2015 Term Loan Agreement are subject to customary affirmative and negative covenants, including a maximum leverage ratio requirement that is aligned with the maximum leverage ratio requirement of our February 2014 Credit Agreement, as defined below.

Credit Agreement

Our revolving, unsecured credit agreement dated as of February 7, 2014, as amended, (the “February 2014 Credit Agreement”) currently provides for borrowings of up to $1.0 billion and matures on February 7, 2020. Borrowings bear interest at variable rates based on the LIBOR for deposits in the relevant currency plus an applicable margin which ranges from 1.000% to 1.700%, depending on the Company’s credit rating from Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Services (“Moody’s”) and Fitch Ratings (“Fitch”). The applicable margin on the facility was 1.300% as of December 31, 2015.

Borrowings under the February 2014 Credit Agreement are conditioned upon compliance with the following covenants: (a) consolidated funded debt, as defined in the agreement, must be less than or equal to 3.50 times consolidated EBITDA, as defined in the agreement, (which reflects adjustments for certain non-recurring or unusual items such as restructuring charges,

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

facility divestiture charges and other significant non-recurring items), or herein “consolidated adjusted EBITDA,” as of the end of any fiscal quarter; (b) with the exception of certain liens as specified in the agreement, liens may not attach to assets when the aggregate amount of all indebtedness secured by such liens plus unsecured subsidiary indebtedness, other than indebtedness incurred by our subsidiaries under the February 2014 Credit Agreement, would exceed 20% of consolidated net worth, as defined in the agreement; and (c) with the exception of certain indebtedness as specified in the agreement, subsidiary indebtedness may not exceed the difference between 20% of consolidated net worth, as defined in the agreement, and indebtedness secured by liens permitted under the agreement.

On August 15, 2014, certain amendments were made to the February 2014 Credit Agreement which include the following: (a) an increase in the maximum leverage ratio (as described above) from 3.50 to 4.50 for the first four quarters following the completion of the acquisition of Rockwood, stepping down by 0.25 on a quarterly basis thereafter until reaching 3.50; and (b) requiring subsidiaries of Albemarle that guarantee the 2014 Senior Notes to also guarantee the February 2014 Credit Agreement.

In January 2015, we borrowed $250.0 million under the February 2014 Credit Agreement in connection with the acquisition of Rockwood, and such amount was repaid in full in February 2015. As of December 31, 2015, there were no borrowings outstanding under the February 2014 Credit Agreement.

Commercial Paper Notes

On May 29, 2013, we entered into agreements to initiate a commercial paper program on a private placement basis under which we may issue unsecured commercial paper notes (the “Commercial Paper Notes”) from time-to-time up to a maximum aggregate principal amount outstanding at any time of $750.0 million. The proceeds from the issuance of the Commercial Paper Notes are expected to be used for general corporate purposes, including the repayment of other debt of the Company. Our February 2014 Credit Agreement is available to repay the Commercial Paper Notes, if necessary. Aggregate borrowings outstanding under the February 2014 Credit Agreement and the Commercial Paper Notes will not exceed the $1.0 billion current maximum amount available under the February 2014 Credit Agreement. The Commercial Paper Notes will be sold at a discount from par, or alternatively, will be sold at par and bear interest at rates that will vary based upon market conditions at the time of issuance. The maturities of the Commercial Paper Notes will vary but may not exceed 397 days from the date of issue. The definitive documents relating to the commercial paper program contain customary representations, warranties, default and indemnification provisions. At December 31, 2015, we had $351.3 million of Commercial Paper Notes outstanding bearing a weighted-average interest rate of approximately 1.07% and a weighted-average maturity of 29 days.

August 2014 Term Loan Agreement and Cash Bridge Facility

On August 15, 2014, we entered into a term loan credit agreement (the “August 2014 Term Loan Agreement”) providing for a tranche of senior unsecured term loans in an aggregate amount of $1.0 billion that were intended to be used as short-term borrowings to fund a portion of the cash consideration for the Rockwood acquisition and pay related fees and expenses. In January 2015, we borrowed and repaid $1.0 billion and $816.5 million, respectively, under the August 2014 Term Loan Agreement. In February 2015, the remaining balance outstanding was repaid in full. The weighted-average interest rate on borrowings under the August 2014 Term Loan Agreement was approximately 1.67%. This agreement matured 364 days following the date of funding, which occurred on January 12, 2015.

On December 2, 2014, we entered into an agreement for a senior unsecured cash bridge facility (the “Cash Bridge Facility”) pursuant to which the lenders thereunder would provide up to $1.15 billion in loans intended to be used as short-term borrowings to fund a portion of the cash consideration for the Rockwood acquisition and pay related fees and expenses, with maturity 60 days following the completion of the Rockwood acquisition. In January 2015, we borrowed and repaid $800.0 million under the Cash Bridge Facility. The weighted-average interest rate on borrowings under the Cash Bridge Facility was approximately 1.67%.

Structuring and underwriting fees of approximately $19.0 million were paid in 2014 in connection with bridge financing arrangements, which are reflected in Other, net, in our consolidated statements of cash flows. These costs were capitalized and were expensed over the term of the facilities or until the date at which permanent financing was obtained and the facilities were eliminated. Accordingly, we expensed $16.7 million in 2014 and $2.3 million in 2015, which is reflected in Other income(expenses), net, in the consolidated statements of income and Other, net, in our consolidated statements of cash flows.

Financing Costs

Debt financing costs paid in 2014 in connection with the 2014 Senior Notes, August 2014 Term Loan Agreement and February 2014 Credit Agreement were $17.6 million. In 2015, we paid approximately $4.5 million of debt financing costs

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

primarily related to the 2014 Senior Notes, the September 2015 Term Loan Agreement and amendments to the February 2014 Credit Agreement.

Other

We have additional uncommitted credit lines with various U.S. and foreign financial institutions that provide for borrowings of up to approximately $257 million at December 31, 2015. Outstanding borrowings under these agreements were $98.9 million and $27.1 million at December 31, 2015 and 2014, respectively. The average interest rate on borrowings under these agreements during 2015, 2014 and 2013 was approximately 0.74%, 0.83% and 0.76%, respectively.

At December 31, 2015 and 2014, we had the ability and intent to refinance our borrowings under our other existing credit lines with borrowings under the February 2014 Credit Agreement. Therefore, the amounts outstanding under those credit lines, if any, are classified as long-term debt at December 31, 2015 and 2014. At December 31, 2015, we had the ability to borrow $648.7 million under our commercial paper program and the February 2014 Credit Agreement.

We believe that as of December 31, 2015, we were, and currently are, in compliance with all of our debt covenants.

NOTE 15—Pension Plans and Other Postretirement Benefits:

We maintain various noncontributory defined benefit pension plans covering certain employees, primarily in the U.S., the United Kingdom (“U.K.”), Germany and Japan. In connection with the acquisition of Rockwood, in the first quarter of 2015 we assumed the obligations of various defined benefit pension plans that were maintained by Rockwood which cover certain employees, primarily in the U.S., the U.K. and Germany. We also have a contributory defined benefit plan covering certain Belgian employees. The benefits for these plans are based primarily on compensation and/or years of service. Our U.S. and U.K. defined benefit plans for non-represented employees are closed to new participants, with no additional benefits accruing under these plans as participants’ accrued benefits have been frozen. The funding policy for each plan complies with the requirements of relevant governmental laws and regulations. The pension information for all periods presented includes amounts related to salaried and hourly plans.

The following provides a reconciliation of benefit obligations, plan assets and funded status, as well as a summary of significant assumptions, for our defined benefit pension plans (in thousands):

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	Year Ended December 31, 2015								Year Ended December 31, 2014
	U.S. Pension Plans				Foreign Pension Plans				U.S. Pension Plans				Foreign Pension Plans
Change in benefit obligations:
Benefit obligation at January 1	$	729,652			$	53,112			$	629,337			$	49,245
Service cost	1,233				6,034				7,029				1,746
Interest cost	31,231				9,875				30,491				1,571
Plan amendments	—				870				—				—
Actuarial (gain) loss	(55,851		)		(42,977		)		130,887				10,341
Benefits paid	(38,300		)		(16,118		)		(37,866		)		(3,913		)
Acquisitions	39,125				416,150				—				—
Divestitures(a)	—				—				(30,226		)		—
Reclass to liabilities held for sale	—				(26,608		)		—				—
Employee contributions	—				478				—				283
Foreign exchange gain	—				(26,708		)		—				(6,161		)
Settlements/curtailments	—				(582		)		—				—
Other	—				331				—				—
Benefit obligation at December 31	$	707,090			$	373,857			$	729,652			$	53,112
Change in plan assets:
Fair value of plan assets at January 1	$	598,250			$	9,444			$	605,604			$	10,941
Actual return on plan assets	(16,789		)		140				53,696				499
Employer contributions	1,606				16,392				7,042				2,940
Benefits paid	(38,300		)		(16,118		)		(37,866		)		(3,913		)
Acquisitions	29,314				109,875				—				—
Divestitures(a)	—				—				(30,226		)		—
Employee contributions	—				478				—				283
Foreign exchange loss	—				(3,237		)		—				(1,306		)
Settlements/curtailments	—				(582		)		—				—
Other	—				314				—				—
Fair value of plan assets at December 31	$	574,081			$	116,706			$	598,250			$	9,444
Funded status at December 31	$	(133,009	)		$	(257,151	)		$	(131,402	)		$	(43,668	)

(a)	Reduction in benefit obligations and plan assets in 2014 is in connection with the sale of our antioxidant, ibuprofen and propofol businesses and assets which closed on September 1, 2014. See Note 3 “Divestitures” for additional information about this transaction.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	December 31, 2015								December 31, 2014
	U.S. Pension Plans				Foreign Pension Plans				U.S. Pension Plans				Foreign Pension Plans
Amounts recognized in consolidated balance sheets:
Current liabilities (accrued expenses)	$	(1,110	)		$	(7,498	)		$	(3,219	)		$	(1,316	)
Noncurrent liabilities (pension benefits)	(131,899		)		(249,653		)		(128,183		)		(42,352		)
Net pension liability	$	(133,009	)		$	(257,151	)		$	(131,402	)		$	(43,668	)
Amounts recognized in accumulated other comprehensive (loss) income:
Prior service benefit	$	(211	)		$	(1,052	)		$	(286	)		$	(321	)
Net amount recognized	$	(211	)		$	(1,052	)		$	(286	)		$	(321	)
Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate	4.67		%		2.89		%		4.19		%		1.85		%
Rate of compensation increase	—		%		3.17		%		—		%		3.40		%

The accumulated benefit obligation for all defined benefit pension plans was $1.1 billion and $776.6 million at December 31, 2015 and 2014, respectively.

Postretirement medical benefits and life insurance is provided for certain groups of U.S. retired employees. Medical and life insurance benefit costs have been funded principally on a pay-as-you-go basis. Although the availability of medical coverage after retirement varies for different groups of employees, the majority of employees who retire before becoming eligible for Medicare can continue group coverage by paying a portion of the cost of a monthly premium designed to cover the claims incurred by retired employees subject to a cap on payments allowed. The availability of group coverage for Medicare-eligible retirees also varies by employee group with coverage designed either to supplement or coordinate with Medicare. Retirees generally pay a portion of the cost of the coverage. Plan assets for retiree life insurance are held under an insurance contract and are reserved for retiree life insurance benefits. In 2005, the postretirement medical benefit available to U.S. employees was changed to provide that employees who are under age 50 as of December 31, 2005 would no longer be eligible for a company-paid retiree medical premium subsidy. Employees who are of age 50 and above as of December 31, 2005 and who retire after January 1, 2006 will have their retiree medical premium subsidy capped. Effective January 1, 2008, our medical insurance for certain groups of U.S. retired employees is now insured through a medical carrier.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following provides a reconciliation of benefit obligations, plan assets and funded status, as well as a summary of significant assumptions, for our postretirement benefit plans (in thousands):

	Year Ended December 31,
	2015				2014
	Other Postretirement Benefits				Other Postretirement Benefits
Change in benefit obligations:
Benefit obligation at January 1	$	64,500			$	62,832
Service cost	137				216
Interest cost	2,573				3,040
Actuarial (gain) loss	(5,682		)		3,741
Benefits paid	(5,042		)		(5,329		)
Acquisitions	2,607				—
Settlements/curtailments(a)	(2,594		)		—
Benefit obligation at December 31	$	56,499			$	64,500
Change in plan assets:
Fair value of plan assets at January 1	$	4,439			$	5,620
Actual return on plan assets	280				214
Employer contributions	3,615				3,934
Benefits paid	(5,042		)		(5,329		)
Fair value of plan assets at December 31	$	3,292			$	4,439
Funded status at December 31	$	(53,207	)		$	(60,061	)

(a)	We assumed responsibility for one domestic OPEB plan in connection with the acquisition of Rockwood which covered a small number of active employees and retirees. This plan was terminated in the first quarter of 2015 and provisions were made for the affected employees and retirees to receive benefits under an existing plan.

	December 31,
	2015				2014
	Other Postretirement Benefits				Other Postretirement Benefits
Amounts recognized in consolidated balance sheets:
Current liabilities (accrued expenses)	$	(3,560	)		$	(3,637	)
Noncurrent liabilities (postretirement benefits)	(49,647		)		(56,424		)
Net postretirement liability	$	(53,207	)		$	(60,061	)
Amounts recognized in accumulated other comprehensive (loss) income:
Prior service benefit	$	239			$	334
Net amount recognized	$	239			$	334
Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate	4.59		%		4.15		%
Rate of compensation increase	3.50		%		3.50		%

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The components of pension benefits cost (credit) are as follows (in thousands):

	Year Ended								Year Ended								Year Ended
	December 31, 2015								December 31, 2014								December 31, 2013
	U.S. Pension Plans				Foreign Pension Plans				U.S. Pension Plans				Foreign Pension Plans				U.S. Pension Plans				Foreign Pension Plans
Service cost	$	1,233			$	6,034			$	7,029			$	1,746			$	12,177			$	1,785
Interest cost	31,231				9,875				30,491				1,571				28,406				1,477
Expected return on assets	(41,635		)		(6,507		)		(39,714		)		(427		)		(38,975		)		(417		)
Actuarial loss (gain)	2,577				(35,813		)		116,705				10,270				(130,297		)		(2,619		)
Amortization of prior service benefit	75				43				(727		)		50				(741		)		52
Total net pension benefits (credit) cost	$	(6,519	)		$	(26,368	)		$	113,784			$	13,210			$	(129,430	)		$	278
Weighted-average assumption percentages:
Discount rate	4.18		%		2.34		%		5.14		%		3.41		%		4.10		%		3.12		%
Expected return on plan assets	6.85		%		5.63		%		6.91		%		4.00		%		7.25		%		4.35		%
Rate of compensation increase	—		%		3.16		%		3.50		%		3.16		%		3.50		%		3.36		%

Effective January 1, 2016, the weighted-average expected rate of return on plan assets for the U.S. and foreign defined benefit pension plans is 6.90% and 5.65%, respectively.

The estimated amounts to be amortized from accumulated other comprehensive loss into net periodic pension costs during 2016 are as follows (in thousands):

	U.S. Pension Plans				Foreign Pension Plans
Amortization of prior service benefit	$	75			$	853

The components of postretirement benefits cost (credit) are as follows (in thousands):

	Year Ended December 31,
	2015				2014				2013
	Other Postretirement Benefits				Other Postretirement Benefits				Other Postretirement Benefits
Service cost	$	137			$	216			$	309
Interest cost	2,573				3,040				2,764
Expected return on assets	(244		)		(342		)		(413		)
Actuarial (gain) loss	(5,707		)		3,868				(6,120		)
Amortization of prior service benefit	(95		)		(95		)		(95		)
Settlements/curtailments	(2,594		)		—				—
Total net postretirement benefits (credit) cost	$	(5,930	)		$	6,687			$	(3,555	)
Weighted-average assumption percentages:
Discount rate	4.15		%		5.03		%		4.00		%
Expected return on plan assets	7.00		%		7.00		%		7.00		%
Rate of compensation increase	3.50		%		3.50		%		3.50		%

Effective January 1, 2016, the weighted-average expected rate of return on plan assets for our postretirement benefit plans is 7.00%.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The estimated amounts to be amortized from accumulated other comprehensive loss into net periodic postretirement costs during 2016 are as follows (in thousands):

	Other Postretirement Benefits
Amortization of prior service benefit	$	(95	)

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 year ended December 31, 2015. Investments for which market quotations are readily available are valued at the closing price on the last business day of the year. Listed securities for which no sale was reported on such date are valued at the mean between the last reported bid and asked price. Securities traded in the over-the-counter market are valued at the closing price on the last business day of the year or at bid price. The net asset value of shares or units is based on the quoted market value of the underlying assets. The market value of corporate bonds is based on institutional trading lots and is most often reflective of bid price. Government securities are valued at the mean between bid and ask prices. Holdings in private equity securities are typically valued using the net asset valuations provided by the underlying private investment companies.

The following table sets forth the assets of our pension and postretirement plans that were accounted for at fair value on a recurring basis as of December 31, 2015 (in thousands):

	December 31, 2015				Quoted Prices in Active Markets for Identical Items (Level 1)				Quoted Prices in Active Markets for Similar Items (Level 2)				Unobservable Inputs (Level 3)
Pension Assets:
Domestic Equity(a)	$	168,945			$	166,612			$	2,333			$	—
International Equity(b)	143,976				87,311				56,665				—
Fixed Income(c)	287,809				240,143				47,666				—
Absolute Return(d)	83,127				—				—				83,127
Cash	6,930				6,930				—				—
Total Pension Assets	$	690,787			$	500,996			$	106,664			$	83,127
Postretirement Assets:
Fixed Income(c)	$	3,292			$	—			$	3,292			$	—

(a)	Consists primarily of U.S. stock funds that track or are actively managed and measured against the S&P 500 index.

(b)	Consists primarily of international equity funds which invest in common stocks and other securities whose value is based on an international equity index or an underlying equity security or basket of equity securities.

(c)	Consists primarily of debt obligations issued by governments, corporations, municipalities and other borrowers. Also includes insurance policies.

(d)	Consists primarily of funds with holdings in private investment companies. See additional information about the Absolute Return investments below.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The table below sets forth a summary of changes in the fair value of the plans’ Level 3 assets for the year ended December 31, 2015 (in thousands):

Absolute Return:	Year Ended December 31, 2015
Beginning Balance	$	80,740
Transfers in due to acquisition	103,237
Purchases	5,641
Sales	(103,035		)
Total losses relating to assets sold during the period(a)	(610		)
Total unrealized losses relating to assets still held at the reporting date(a)	(2,846		)
Ending Balance	$	83,127

(a)	These losses are recognized in the consolidated balance sheets and are included as changes in plan assets in the tables above.

The following table sets forth the assets of our pension and postretirement plans that were accounted for at fair value on a recurring basis as of December 31, 2014 (in thousands):

	December 31, 2014				Quoted Prices in Active Markets for Identical Items (Level 1)				Quoted Prices in Active Markets for Similar Items (Level 2)				Unobservable Inputs (Level 3)
Pension Assets:
Domestic Equity(a)	$	169,581			$	169,581			$	—			$	—
International Equity(b)	85,007				85,007				—				—
Fixed Income(c)	268,911				255,828				13,083				—
Absolute Return(d)	80,740				—				—				80,740
Cash	3,455				3,455				—				—
Total Pension Assets	$	607,694			$	513,871			$	13,083			$	80,740
Postretirement Assets:
Fixed Income(c)	$	4,439			$	—			$	4,439			$	—

(a)	Consists primarily of U.S. stock funds that track or are actively managed and measured against the S&P 500 index.

(b)	Consists primarily of international equity funds which invest in common stocks and other securities whose value is based on an international equity index or an underlying equity security or basket of equity securities.

(c)	Consists primarily of debt obligations issued by governments, corporations, municipalities and other borrowers. Also includes insurance policies.

(d)	Consists primarily of funds with holdings in private investment companies. See additional information about the Absolute Return investments below.

The table below sets forth a summary of changes in the fair value of the plans’ Level 3 assets for the year ended December 31, 2014 (in thousands):

Absolute Return:	Year Ended December 31, 2014
Beginning Balance	$	123,599
Purchases	50,506
Sales	(96,397		)
Total losses relating to assets sold during the period(a)	(158		)
Total unrealized gains relating to assets still held at the reporting date(a)	3,190
Ending Balance	$	80,740

(a)	These (losses) gains are recognized in the consolidated balance sheets and are included as changes in plan assets in the tables above.

The Company’s pension plan assets in the U.S. and U.K. represent approximately 98% of the total pension plan assets. The investment objective of these pension plan assets is to achieve solid returns while preserving capital to meet current plan cash flow requirements. Assets should participate in rising markets, with defensive action in declining markets expected to an

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

even greater degree. Depending on market conditions, the broad asset class targets may range up or down by approximately 10%. These asset classes include but are not limited to hedge fund of funds, bonds and other fixed income vehicles, high yield fixed income securities, equities and distressed debt. At December 31, 2015 and 2014, equity securities held by our pension and OPEB plans did not include direct ownership of Albemarle common stock.

The weighted-average target allocations as of the measurement date are as follows:

	Target Allocation
Equity securities	44	%
Fixed income	43	%
Absolute return	12	%
Other	1	%

Our Absolute Return investments consist primarily of our investments in hedge fund of funds. These are holdings in private investment companies with fair values that are based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment. Investment managers or fund managers associated with these investments provide valuations of the investments on a monthly basis utilizing the net asset valuation approach for determining fair values. These valuations are reviewed by the Company for reasonableness based on applicable sector, benchmark and company performance to validate the appropriateness of the net asset values as a fair value measurement. Where available, audited financial statements are obtained and reviewed for the investments as support for the manager’s investment valuation. In general, the investment objective of these funds is high risk-adjusted returns with an emphasis on preservation of capital. The investment strategies of each of the funds vary; however, the objective of our Absolute Return investments is complementary to the overall investment objective of our U.S. pension plan assets.

We made contributions to our defined benefit pension and OPEB plans of $21.6 million, $13.9 million and $13.3 million during the years ended December 31, 2015, 2014 and 2013, respectively. We expect contributions to our domestic nonqualified and foreign qualified and nonqualified pension plans to approximate $13 million in 2016. Also, we expect to pay approximately $4 million in premiums to our U.S. postretirement benefit plan in 2016. However, we may choose to make additional voluntary pension contributions in excess of these amounts.

The current forecast of benefit payments, which reflects expected future service and excludes plans associated with businesses that were divested in the first quarter of 2016, amounts to (in millions):

	U.S. Pension Plans				Foreign Pension Plans				Other Postretirement Benefits
2016	$	40.3			$	13.9			$	4.8
2017	$	41.4			$	14.7			$	4.7
2018	$	42.8			$	14.6			$	4.5
2019	$	43.8			$	14.5			$	4.3
2020	$	44.8			$	15.1			$	4.1
2021-2025	$	230.9			$	83.5			$	18.8

We have a supplemental executive retirement plan (“SERP”), which provides unfunded supplemental retirement benefits to certain management or highly compensated employees. The SERP provides for incremental pension benefits to offset the limitations imposed on qualified plan benefits by federal income tax regulations. Costs (credits) relating to our SERP were ($2.1) million, $7.3 million and ($1.5) million for the years ended December 31, 2015, 2014 and 2013, respectively. The projected benefit obligation for the SERP recognized in the consolidated balance sheets at December 31, 2015 and 2014 was $23.1 million and $26.4 million, respectively. The benefit expenses and obligations of this SERP are included in the tables above. Benefits of $1.1 million are expected to be paid to SERP retirees in 2016. On October 1, 2012, our Board of Directors approved amendments to the SERP, such that effective December 31, 2014, no additional benefits shall accrue under this plan and participants’ accrued benefits shall be frozen as of that date to reflect the same changes as were made under the U.S. qualified defined benefit plan.

At December 31, 2015, the assumed rate of increase in the pre-65 and post-65 per capita cost of covered health care benefits for U.S. retirees was zero as the employer-paid premium caps (pre-65 and post-65) were met starting January 1, 2013.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Defined Contribution Plans

On March 31, 2004, a new defined contribution pension plan benefit was adopted under the qualified defined contribution plan for U.S. non-represented employees hired after March 31, 2004. On October 1, 2012 our Board of Directors approved certain plan amendments, such that effective January 1, 2013, the defined contribution pension plan benefit is expanded to include non-represented employees hired prior to March 31, 2004, and revised the contribution for all participants to be based on 5% of eligible employee compensation. The employer portion of contributions to our U.S. defined contribution pension plan amounted to $12.8 million, $8.4 million, and $8.8 million in 2015, 2014 and 2013, respectively.

Certain of our employees participate in our defined contribution 401(k) employee savings plan, which is generally available to all U.S. full-time salaried and non-union hourly employees and to employees who are covered by a collective bargaining agreement that provides for such participation. This U.S. defined contribution plan is funded with contributions made by the participants and us. Our contributions to the 401(k) plan amounted to $11.7 million, $10.0 million and $10.6 million in 2015, 2014 and 2013, respectively. Contributions for 2015 include our contributions to Rockwood’s former 401(k) plan which was merged into Albemarle’s 401(k) plan effective December 1, 2015.

In 2006, we formalized a new plan in the Netherlands similar to a collective defined contribution plan. The collective defined contribution plan is supported by annuity contracts through an insurance company. The insurance company unconditionally undertakes the legal obligation to provide specific benefits to specific individuals in return for a fixed amount of premiums. Our obligation under this plan is limited to a variable calculated employer match for each participant plus an additional fixed amount of contributions to assist in covering estimated cost of living and salary increases (indexing) and administrative costs for the overall plan. We paid approximately $7.2 million, $10.1 million and $10.3 million in 2015, 2014 and 2013, respectively, in annual premiums and related costs pertaining to this plan.

Multiemployer Plan

Certain current and former employees of Rockwood participate in a multiemployer plan in Germany, the Pensionskasse Dynamit Nobel Versicherungsverein auf Gegenseitigkeit, Troisdorf (“DN Pensionskasse”), that provides monthly payments in the case of disability, death or retirement. The risks of participating in a multiemployer plan are different from single-employer plans in the following ways: (a) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, and (b) if a participating employer stops contributing to the plan, the unfunded obligation of the plan may be borne by remaining participating employers.

Some participants in the plan are subject to collective bargaining arrangements, which have no fixed expiration date. The contribution and benefit levels are not negotiated or significantly influenced by these collective bargaining arrangements. Also, the benefit levels generally are not subject to reduction. Under German insurance law, the DN Pensionskasse must be fully funded at all times. The DN Pensionskasse was fully funded as of December 31, 2014, the date of the most recently available information for the plan. This funding level would correspond to the highest funding zone status (at least 80% funded) under U.S. pension regulation. Since the plan liabilities need to be fully funded at all times according to local funding requirements, it is unlikely that the DN Pensionskasse plan will fail to fulfill its obligations, however, in such an event, the Company is liable for the benefits of its employees who participate in the plan. Additional information of the DN Pensionskasse is available in the public domain.

The majority of the Company’s contributions are tied to employees’ contributions, which are generally calculated as a percentage of base compensation, up to a certain statutory ceiling. Our contributions to this plan were €2.7 million (approximately $3.1 million) during the year ended December 31, 2015. The Company’s contributions represented more than 5% of total contributions to the DN Pensionskasse in 2015. Although the DN Pensionskasse could be subject to a funding improvement plan (“FIP”) in 2016, the DN Pensionskasse was not subject to a FIP at December 31, 2015.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16—Other Noncurrent Liabilities:

Other noncurrent liabilities consist of the following at December 31, 2015 and 2014 (in thousands):

	December 31,
	2015				2014
Liabilities related to uncertain tax positions(a)	$	101,677			$	25,340
Executive deferred compensation plan obligation	21,631				22,168
Environmental liabilities(b)	33,805				4,841
Asset retirement obligations(b)	37,230				15,085
Other	60,483				20,271
Total	$	254,826			$	87,705

(a)	See Note 20, “Income Taxes.”

(b)	See Note 17, “Commitments and Contingencies.”

NOTE 17—Commitments and Contingencies:

In connection with the closing of the Rockwood acquisition on January 12, 2015, we have become liable for both recorded and unrecorded contingencies of Rockwood. We are not aware of any unrecorded contingencies assumed in connection with the Rockwood acquisition whose ultimate outcome will have a material adverse effect on our consolidated results of operations, financial condition or cash flows on an 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. We believe that amounts recorded are adequate for known items which might become due in the current year.

Environmental

We had the following activity in our recorded environmental liabilities for the years ended December 31, 2015, 2014 and 2013 (in thousands):

	Year Ended December 31,
	2015				2014				2013
Balance, beginning of year	$	9,235			$	16,599			$	20,322
Expenditures	(4,178		)		(4,548		)		(3,013		)
Acquisition of Rockwood	38,666				—				—
Divestitures	(1,826		)		(1,954		)		—
Accretion of discount	984				—				—
Revisions of estimates	150				34				(902		)
Reclass to liabilities held for sale	(5,253		)		—				—
Foreign currency translation	(2,480		)		(896		)		192
Balance, end of year	35,298				9,235				16,599
Less amounts reported in Accrued expenses	1,493				4,394				7,386
Amounts reported in Other noncurrent liabilities	$	33,805			$	4,841			$	9,213

As part of the Rockwood acquisition, we assumed $38.7 million of environmental remediation liabilities globally, the majority of which relate to sites in Germany and the U.S. where the Company is currently operating groundwater monitoring and/or remediation systems. For certain locations where the Company is operating these groundwater monitoring and/or remediation systems, prior owners or insurers have assumed all or most of the responsibility. Environmental remediation liabilities assumed as part of the Rockwood acquisition includes discounted liabilities of $24.5 million, discounted at rates ranging from 2.8% to 4.3%, with the undiscounted amount totaling $64.5 million.

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

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

that future environmental remediation costs associated with our past operations, in excess of amounts already recorded, could be up to approximately $18 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 likely 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.

Asset Retirement Obligations

The following is a reconciliation of our beginning and ending asset retirement obligation balances for 2015 and 2014 (in thousands):

	Year Ended December 31,
	2015				2014
Balance, beginning of year	$	15,085			$	16,930
Acquisition of Rockwood	17,265				—
Liabilities incurred	3,636				—
Accretion of discount	1,289				323
Liabilities settled	—				(333		)
Divestitures	—				(1,816		)
Foreign currency translation adjustments	(45		)		(19		)
Balance, end of year	$	37,230			$	15,085

Our asset retirement obligations are recorded in Other noncurrent liabilities in the condensed consolidated balance sheets. Asset retirement obligations assumed through the acquisition of Rockwood primarily relate to post-closure reclamation of sites involved in the surface mining and manufacturing of lithium. We are not aware of any conditional asset retirement obligations that would require recognition in our consolidated financial statements.

Rental Expense

Our rental expenses include a number of operating lease agreements, primarily for office space, transportation equipment and storage facilities. We also have certain buildings and improvements under capital lease. The following schedule details the future non-cancelable minimum lease payments for the next five years and thereafter (in thousands):

	Operating Leases				Capital Leases
2016	$	14,643			$	3,163
2017	$	10,664			$	3,178
2018	$	9,217			$	3,193
2019	$	7,436			$	10,201
2020	$	6,665			$	—
Thereafter	$	21,124			$	—
					19,735
Less: amount representing interest					2,928
Present value of net minimum obligations					$	16,807

Rental expense was approximately $45.0 million, $31.9 million, and $30.7 million for 2015, 2014 and 2013, respectively. Rental expense related to discontinued operations was approximately $1.3 million and $1.6 million for 2014 and 2013, respectively. Rental expense is shown net of sublease income which was minimal during 2015, 2014 and 2013.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

Also see Note 2, “Acquisitions” for a discussion about litigation matters in connection with the Acquisition of Rockwood.

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, in the event the Company seeks indemnity under any of these agreements or through other means, 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

The Company has standby letters of credit and guarantees with various financial institutions. The following table summarizes our letters of credit and guarantee agreements (in thousands):

	2016				2017				2018				2019				2020				Thereafter
Letters of credit and other guarantees	$	24,789			$	11,248			$	3,190			$	14			$	210			$	24,356

The outstanding letters of credit are primarily related to insurance claim payment guarantees with expiration dates ranging from 2016 to 2022. The majority of the Company’s other guarantees have terms of one year and mainly consist of performance and environmental guarantees, as well as guarantees to customs and port authorities. The guarantees arose during the ordinary course of business.

We do not have recorded reserves for the letters of credit and guarantees as of December 31, 2015. We are unable to estimate the maximum amount of the potential future liability under guarantees and letters of credit. However, we accrue for any potential loss for which we believe a future payment is probable and a range of loss can be reasonably estimated. We believe our liability under such obligations is immaterial.

We currently, and are from time to time, subject to transactional audits in various taxing jurisdictions and to customs audits globally. We do not expect the financial impact of any of these audits to have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

NOTE 18—Stock-based Compensation Expense:

Incentive Plans

We have various share-based compensation plans that authorize the granting of (i) stock options to purchase shares of our common stock, (ii) restricted stock and restricted stock units, (iii) performance unit awards and (iv) stock appreciation rights (“SARs”) to employees and non-employee directors. The plans provide for payment of incentive awards in one or more of the following at our option: cash, shares of our common stock, qualified and non-qualified stock options, SARs, restricted stock awards, restricted stock unit awards and performance unit awards. The share-based awards granted by us generally contain vesting provisions ranging from one to five years, and with respect to stock options granted by us, have a term of not more than ten years from the date of grant. Stock options granted to employees generally vest over three years and have a term of ten years. Restricted stock and restricted stock unit awards vest in periods ranging from one to five years from the date of grant. Performance unit awards are earned at a level ranging from 0% to 200% contingent upon the achievement of specific performance criteria over periods ranging from one to three years. Distribution of earned units occurs generally 50% upon completion of the applicable measurement period with the remaining 50% distributed one year thereafter.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

We granted 313,803, 222,939 and 297,924 stock options during 2015, 2014 and 2013, respectively. There were no significant modifications made to any share-based grants during these periods.

On April 20, 2010, the maximum number of shares available for issuance to participants under the Albemarle Corporation 2008 Incentive Plan (the “Incentive Plan”) increased by 4,470,000 shares to 7,470,000 shares. With respect to any awards, other than stock options or SARs, the number of shares available for awards under the Incentive Plan were reduced by 1.6 shares for each share covered by such award or to which such award related. Effective May 7, 2013, the Albemarle Corporation 2008 Stock Compensation Plan for Non-Employee Directors and the 1996 Directors’ Deferred Compensation Plan (as amended and restated in 2005) were merged into the Albemarle Corporation 2013 Stock Compensation and Deferral Election Plan for Non-Employee Directors (the “Non-Employee Directors Plan”). Under the Non-Employee Directors Plan, a maximum aggregate number of 500,000 shares of our common stock is authorized for issuance to the Company’s non-employee directors; any shares remaining available for issuance under the prior plans were canceled. The aggregate fair market value of shares that may be issued to a director during any compensation year (as defined in the agreement, generally July 1 to June 30) shall not exceed $150,000. At December 31, 2015, there were 2,622,398 shares available for grant under the Incentive Plan and 451,466 shares available for grant under the Non-Employee Directors Plan.

Total stock-based compensation expense associated with our incentive plans for the years ended December 31, 2015, 2014 and 2013 amounted to $15.2 million, $14.3 million and $10.2 million, respectively, and is included in Cost of goods sold and SG&A expenses in the consolidated statements of income. Total related recognized tax benefits for the years ended December 31, 2015, 2014 and 2013 amounted to $5.6 million, $5.2 million and $3.7 million, respectively.

The following table summarizes information about the Company’s fixed-price stock options as of and for the year ended December 31, 2015:

	Shares			Weighted-Average Exercise Price				Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2014	1,484,243			$	50.30			6.5		$	17,887
Granted	313,803			55.74
Exercised	(18,000	)		28.72
Forfeited	(98,519	)		62.98
Expired	(4,600	)		66.14
Outstanding at December 31, 2015	1,676,927			$	50.76			6.1		$	14,152
Exercisable at December 31, 2015	998,952			$	43.95			4.5		$	14,048

The fair value of each option granted during the years ended December 31, 2015, 2014 and 2013 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	Year Ended December 31,
	2015				2014				2013
Dividend yield	1.80		%		1.71		%		1.58		%
Volatility	32.92		%		33.03		%		33.55		%
Average expected life (years)	6				6				6
Risk-free interest rate	2.17		%		2.94		%		2.18		%
Fair value of options granted	$	16.04			$	19.56			$	19.73

Dividend yield is the average of historical yields and those estimated over the average expected life. The stock volatility is based on historical volatilities of our common stock. The average expected life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns. The risk-free interest rate is based on the U.S. Treasury strip rate with stripped coupon interest for the period equal to the contractual term of the share option grant in effect at the time of grant.

The intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 was $0.5 million, $2.4 million and $7.0 million, respectively. The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Total compensation cost not yet recognized for nonvested stock options outstanding as of December 31, 2015 is approximately $7.9 million and is expected to be recognized over a remaining weighted-average period of 2.3 years. Cash proceeds from stock options exercised and tax benefits related to stock options exercised were $0.5 million and $0.2 million for the year ended December 31, 2015, respectively. The Company issues new shares of common stock upon exercise of stock options and vesting of restricted common stock awards.

The following table summarizes activity in performance unit awards as of and for the year ended December 31, 2015:

	Shares			Weighted-Average Grant Date Fair Value Per Share
Nonvested, beginning of period	456,018			$	66.21
Granted	214,610			55.34
Vested	(43,177	)		65.39
Forfeited	(130,246	)		64.50
Nonvested, end of period	497,205			62.04

The weighted average grant date fair value of performance unit awards granted in 2015, 2014 and 2013 was $11.9 million, $20.1 million and $16.9 million, respectively. Performance units awarded in 2013 include shares with a weighted average grant date fair value of $6.3 million related to awards granted in 2011 that earned at a rate of 200% based upon the achievement of specific performance criteria.

The weighted average fair value of performance unit awards that vested during 2015, 2014 and 2013 was $2.5 million, $7.4 million and $14.5 million, respectively, based on the closing prices of our common stock on the dates of vesting. Total compensation cost not yet recognized for nonvested performance unit awards outstanding as of December 31, 2015 is approximately $13.4 million, calculated based on current expectation of specific performance criteria, and is expected to be recognized over a remaining weighted-average period of approximately 1.6 years. Each performance unit represents one share of common stock.

The following table summarizes activity in non-performance based restricted stock and restricted stock unit awards as of and for the year ended December 31, 2015:

	Shares			Weighted-Average Grant Date Fair Value Per Share
Nonvested, beginning of period	105,288			$	61.34
Granted	61,156			56.64
Vested	(39,073	)		61.97
Forfeited	(9,250	)		62.37
Nonvested, end of period	118,121			58.62

The weighted average grant date fair value of restricted stock and restricted stock unit awards granted in 2015, 2014 and 2013 was $3.5 million, $2.7 million and $3.4 million, respectively. The weighted average fair value of restricted stock and restricted stock unit awards that vested in 2015, 2014 and 2013 was $2.2 million, $2.1 million and $3.2 million, respectively, based on the closing prices of our common stock on the dates of vesting. Total compensation cost not yet recognized for nonvested, non-performance based restricted stock and restricted stock units as of December 31, 2015 is approximately $3.5 million and is expected to be recognized over a remaining weighted-average period of 2.1 years. The fair value of the non-performance based restricted stock and restricted stock units was estimated on the date of grant adjusted for a dividend factor, if necessary.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19—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 years ended December 31, 2015, 2014 and 2013 (in thousands):

	Foreign Currency Translation(a)				Pension and Post-Retirement Benefits(b)				Net Investment Hedge				Interest Rate Swap(c)				Other				Total
Accumulated other comprehensive income (loss) - balance at December 31, 2012	$	85,117			$	989			$	—			$	—			$	(842	)		$	85,264
Other comprehensive income (loss) before reclassifications	31,704				—				—				—				(2		)		31,702
Amounts reclassified from accumulated other comprehensive (loss) income	—				(502		)		—				—				137				(365		)
Other comprehensive income (loss), net of tax	31,704				(502		)		—				—				135				31,337
Other comprehensive income attributable to noncontrolling interests	(356		)		—				—				—				—				(356		)
Accumulated other comprehensive income (loss) - balance at December 31, 2013	$	116,465			$	487			$	—			$	—			$	(707	)		$	116,245
Other comprehensive (loss) income before reclassifications	(151,059		)		—				11,384				(21,174		)		—				(160,849		)
Amounts reclassified from accumulated other comprehensive (loss) income	(17,750		)		(487		)		—				212				136				(17,889		)
Other comprehensive (loss) income, net of tax	(168,809		)		(487		)		11,384				(20,962		)		136				(178,738		)
Other comprehensive loss attributable to noncontrolling interests	80				—				—				—				—				80
Accumulated other comprehensive (loss) income - balance at December 31, 2014	$	(52,264	)		$	—			$	11,384			$	(20,962	)		$	(571	)		$	(62,413	)
Other comprehensive (loss) income before reclassifications	(412,999		)		(774		)		50,861				—				2				(362,910		)
Amounts reclassified from accumulated other comprehensive (loss) income	—				16				—				2,101				27				2,144
Other comprehensive (loss) income, net of tax	(412,999		)		(758		)		50,861				2,101				29				(360,766		)
Other comprehensive loss attributable to noncontrolling interests	1,891				—				—				—				—				1,891
Accumulated other comprehensive (loss) income - balance at December 31, 2015	$	(463,372	)		$	(758	)		$	62,245			$	(18,861	)		$	(542	)		$	(421,288	)

(a)

Amounts reclassified from accumulated other comprehensive (loss) income for the year ended December 31, 2014 are included in (Loss) income from discontinued operations (net of tax) for the year ended December 31, 2014 and resulted from the release of cumulative foreign currency translation adjustments into earnings upon the sale of our antioxidant, ibuprofen and propofol businesses and assets which closed on September 1, 2014. See Note 3, “Divestitures.”

(b)	The pre-tax portion of amounts reclassified from accumulated other comprehensive (loss) income consists of amortization of prior service benefit, which is a component of pension and postretirement benefits cost (credit). See Note 15, “Pension Plans and Other Postretirement Benefits.”

(c)	The pre-tax portion of amounts reclassified from accumulated other comprehensive (loss) income is included in interest expense.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The amount of income tax (expense) benefit allocated to each component of Other comprehensive (loss) income for the years ended December 31, 2015, 2014 and 2013 is provided in the following tables (in thousands):

	Foreign Currency Translation				Pension and Postretirement Benefits				Net Investment Hedge(a)				Interest Rate Swap(b)				Other
2015
Other comprehensive (loss) income, before tax	$	(451,781	)		$	(751	)		$	80,746			$	3,336			$	19
Income tax benefit (expense)	38,782				(7		)		(29,885		)		(1,235		)		10
Other comprehensive (loss) income, net of tax	$	(412,999	)		$	(758	)		$	50,861			$	2,101			$	29
2014
Other comprehensive (loss) income, before tax	$	(163,536	)		$	(772	)		$	17,971			$	(33,091	)		$	217
Income tax (expense) benefit	(5,273		)		285				(6,587		)		12,129				(81		)
Other comprehensive (loss) income, net of tax	$	(168,809	)		$	(487	)		$	11,384			$	(20,962	)		$	136
2013
Other comprehensive income (loss), before tax	$	29,895			$	(781	)		$	—			$	—			$	214
Income tax benefit (expense)	1,809				279				—				—				(79		)
Other comprehensive income (loss), net of tax	$	31,704			$	(502	)		$	—			$	—			$	135

(a)

Other comprehensive income, before tax, for the year ended December 31, 2014 includes $12.8 million related to the revaluation of our euro-denominated senior notes and a $5.2 million gain on the settlement of related foreign currency forward contracts, both of which were designated as a hedge of our net investment in foreign operations. See Note 14, “Long-Term Debt” for additional information about these transactions.

(b)	Other comprehensive (loss), before tax, for the year ended December 31, 2014 includes a realized loss of ($33.4) million on the settlement of our forward starting interest rate swap which was designated and accounted for as a cash flow hedge under ASC 815, Derivatives and Hedging. See Note 14, “Long-Term Debt” for additional information about this interest rate swap.

NOTE 20—Income Taxes:

Income from continuing operations before income taxes and equity in net income of unconsolidated investments, and current and deferred income tax expense (benefit) are composed of the following (in thousands):

	Year Ended December 31,
	2015				2014				2013
Income from continuing operations before income taxes and equity in net income of unconsolidated investments:
Domestic	$	8,594			$	45,689			$	351,731
Foreign	349,593				167,490				186,711
Total	$	358,187			$	213,179			$	538,442
Current income tax expense:
Federal	$	85,245			$	36,708			$	53,953
State	71				3,209				2,195
Foreign	80,104				25,700				18,414
Total	$	165,420			$	65,617			$	74,562
Deferred income tax (benefit) expense:
Federal	$	(129,433	)		$	(32,890	)		$	69,817
State	(1,170		)		(1,139		)		2,416
Foreign	(5,695		)		(13,104		)		(12,350		)
Total	$	(136,298	)		$	(47,133	)		$	59,883
Total income tax expense	$	29,122			$	18,484			$	134,445

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The reconciliation of the U.S. federal statutory rate to the effective income tax rate is as follows:

	% of Income Before Income Taxes
	2015			2014			2013
Federal statutory rate	35.0	%		35.0	%		35.0	%
State taxes, net of federal tax benefit	1.7			0.2			0.7
Change in valuation allowance(a)	4.7			1.0			(2.2	)
Impact of foreign earnings, net(b)	(19.6	)		(24.8	)		(10.7	)
Subpart F income	6.8			1.2			0.4
Deemed repatriation of foreign income(d)	91.6			—			—
Undistributed earnings of foreign subsidiaries(b)(d)	(99.6	)		(0.3	)		2.9
Nondeductible transaction costs	1.8			—			—
Depletion	(1.6	)		(2.4	)		(0.9	)
Revaluation of unrecognized tax benefits/reserve requirements(c)	(11.3	)		(0.6	)		(0.1	)
Domestic manufacturing tax deduction	(0.9	)		(2.2	)		(0.9	)
Other items, net	(0.5	)		1.6			0.8
Effective income tax rate	8.1	%		8.7	%		25.0	%

(a)	During 2013, our Avonmouth, U.K. legal entity was dissolved, therefore the corresponding valuation allowance and deferred tax assets were written off.

(b)

During 2015, 2014 and 2013, we received actual and deemed distributions of $1.4 billion, $12.6 million and $12.3 million, respectively, from various foreign subsidiaries and joint ventures, and realized an expense, net of foreign tax credits, of $350.2 million, $2.8 million and $2.4 million, respectively, related to the repatriation of these earnings, which impacted our effective tax rate. We have asserted, for all periods being reported, indefinite investment of our share of the income of JBC, a Free Zones company under the laws of the Hashemite Kingdom of Jordan. The applicable provisions of the Jordanian law, and applicable regulations thereunder, do not have a termination provision and the exemption is indefinite. As a Free Zones company, JBC is not subject to income taxes on the profits of products exported from Jordan, and currently, substantially all of the profits are from exports. This gave us a rate benefit of 7.1%, 12.4%, and 4.5% for 2015, 2014, and 2013, respectively.

(c)

During 2014, we released various tax reserves primarily related to the expiration of the applicable U.S. federal statute of limitations for 2009 through 2010 which provided a net benefit of approximately $2.5 million. In 2015, the main impact is from the release of reserves on the close of a U.S. federal audit, and lapse of statute of limitations. These releases provided a net benefit of approximately $41 million.

(d)

In prior years, we designated the undistributed earnings of substantially all of our foreign subsidiaries as indefinitely invested. In 2015, we were not indefinitely invested in a portion of earnings from legacy Rockwood entities that were part of the repatriation planning, for which a deferred tax liability of $387.0 million was established in the opening balance sheet. This liability reversed upon the completion of the repatriation with $356.2 million impacting earnings and $30.8 million from foreign exchange differences. The reversal of this liability offsets the tax amount of $327.9 million from legacy Rockwood entities included in the deemed repatriation of foreign income.

As described in Note 1, “Summary of Significant Accounting Policies,” in the fourth quarter of 2015 we early adopted on a prospective basis new accounting guidance that requires deferred tax assets and liabilities to be classified as noncurrent on the consolidated balance sheet. Deferred income tax assets and liabilities recorded on the consolidated balance sheets as of December 31, 2015 and 2014 consist of the following (in thousands):

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	December 31,
	2015				2014
Deferred tax assets:
Accrued employee benefits	$	28,167			$	20,834
Accrued expenses	33,048				2,379
Operating loss carryovers	131,985				82,017
Pensions	111,059				79,113
Intangibles	—				5,732
Tax credit carryovers	2,555				34,469
Other	32,725				20,227
Gross deferred tax assets	339,539				244,771
Valuation allowance	(85,370		)		(30,768		)
Deferred tax assets	254,169				214,003
Deferred tax liabilities:
Depreciation	(378,669		)		(190,280		)
Intangibles	(488,855		)		—
Foreign currency translation adjustments	—				(4,752		)
Other	(46,937		)		(18,420		)
Deferred tax liabilities	(914,461		)		(213,452		)
Net deferred tax (liabilities) assets	$	(660,292	)		$	551
Classification in the consolidated balance sheets:
Current deferred tax assets	$	—			$	1,801
Current deferred tax liabilities	—				(6,806		)
Noncurrent deferred tax assets	76,025				62,440
Noncurrent deferred tax liabilities	(736,317		)		(56,884		)
Net deferred tax (liabilities) assets	$	(660,292	)		$	551

Changes in the balance of our deferred tax asset valuation allowance are as follows (in thousands):

	Year Ended December 31,
	2015				2014				2013
Balance at January 1	$	(30,768	)		$	(33,757	)		$	(49,562	)
Additions(a)	(61,122		)		(1,895		)		(4,359		)
Deductions	6,520				4,884				20,164
Balance at December 31	$	(85,370	)		$	(30,768	)		$	(33,757	)

(a)	Additions for the year ended December 31, 2015 includes $42.0 million related to the acquisition of Rockwood.

At December 31, 2015, we had approximately $3.0 million of domestic credits available to offset future payments of income taxes, expiring in varying amounts between 2021 and 2035. We have established valuation allowances for $0.3 million of those domestic credits since we believe that it is more likely than not that the related deferred tax assets will not be realized. We believe that sufficient taxable income will be generated during the carryover period in order to utilize the other remaining credit carryovers.

At December 31, 2015, we have on a pre-tax basis, domestic state net operating losses of $529.9 million, expiring between 2019 and 2036, which have pre-tax valuation allowances of $507.9 million established, and domestic capital losses comprised of federal amounts of $16.9 million and state amounts of $55.6 million expiring between 2017 and 2020, which have pre-tax valuation allowances of $15.8 million and $55.6 million established, respectively. In addition, we have on a pre-tax basis $393.6 million of foreign net operating losses of which a majority have an indefinite life, which have pre-tax valuation allowances for $177.5 million established. We have established valuation allowances for these deferred tax assets since we believe that it is more likely than not that the related deferred tax assets will not be realized. For the same reason, we established pre-tax valuation allowances for $0.9 million related to foreign deferred tax assets not related to net operating losses. The realization of the deferred tax assets is dependent on the generation of sufficient taxable income in the appropriate

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

tax jurisdictions. Although realization is not assured, we believe it is more likely than not that the remaining deferred tax assets will be realized. However, the amount considered realizable could be reduced if estimates of future taxable income change. We believe that it is more likely than not that the Company will generate sufficient taxable income in the future to fully utilize all other deferred tax assets.

As of December 31, 2015, we have not recorded U.S. income taxes on approximately $1.1 billion of cumulative undistributed earnings of our non-U.S. subsidiaries and joint ventures, as these earnings are intended to be either indefinitely invested or subject to a tax-free liquidation and do not give rise to significant incremental U.S. taxes. If it is determined that cash can be repatriated with little to no tax consequences, we may choose to repatriate cash at that time. If in the foreseeable future we can no longer demonstrate that these earnings are indefinitely invested, a deferred tax liability will be recognized. A determination of the amount of the unrecognized deferred tax liability related to these undistributed earnings is not practicable.

Liabilities related to uncertain tax positions were $101.7 million and $25.3 million at December 31, 2015 and 2014, respectively, inclusive of interest and penalties of $6.5 million and $0.3 million at December 31, 2015 and 2014, respectively, and are reported in Other noncurrent liabilities as provided in Note 16. These liabilities at December 31, 2015 and 2014 were reduced by $50.9 million and $22.1 million, respectively, for offsetting benefits from the corresponding effects of potential transfer pricing adjustments, state income taxes and rate arbitrage related to foreign structure. These offsetting benefits are recorded in Other assets as provided in Note 11. The resulting net liabilities of $44.0 million and $2.9 million at December 31, 2015 and 2014, respectively, if recognized and released, would favorably affect earnings.

The liabilities related to uncertain tax positions, exclusive of interest, were $95.7 million and $25.0 million at December 31, 2015 and 2014, respectively. The following is a reconciliation of our total gross liability related to uncertain tax positions for 2015, 2014 and 2013 (in thousands):

	Year Ended December 31,
	2015				2014				2013
Balance at January 1	$	24,969			$	29,143			$	28,398
Acquisition of Rockwood	124,758				—				—
Additions for tax positions related to prior years	4,329				—				—
Reductions for tax positions related to prior years	(46,211		)		(214		)		(348		)
Additions for tax positions related to current year	202				2,232				2,061
Lapses in statutes of limitations/settlements	(6,736		)		(5,057		)		(473		)
Foreign currency translation adjustment	(5,596		)		(1,135		)		(495		)
Balance at December 31	$	95,715			$	24,969			$	29,143

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Due to the statute of limitations, we are no longer subject to U.S. federal income tax audits by the Internal Revenue Service (“IRS”) for years prior to 2011. In 2015, the IRS continued its audit of legacy Albemarle’s U.S. consolidated group for 2011 and 2012. Additionally, in 2015 the IRS finalized its audit of legacy Rockwood’s U.S. consolidated group for 2010 and 2011. Due to the statute of limitations, we also are no longer subject to U.S. state income tax audits prior to 2010.

With respect to jurisdictions outside the U.S., several audits are in process. During 2015, the German tax authorities continued and announced audits on multiple German subsidiaries for various years from 2006 through 2013, the Belgium tax authorities continued the audit of our Belgium subsidiary for 2012 and 2013, and audits of two of our Korean entities for 2011 through 2013 were closed. We also have various audits ongoing for the years 2007 through 2014 related to Russia, the Philippines, India, Italy, and France.

While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could be greater than our accrued position. Accordingly, additional provisions on federal and foreign tax-related matters could be recorded in the future as revised estimates are made or the underlying matters are settled or otherwise resolved.

Since the timing of resolutions and/or closure of tax audits is uncertain, it is difficult to predict with certainty the range of reasonably possible significant increases or decreases in the liability related to uncertain tax positions that may occur within the next twelve months. Our current view is that it is reasonably possible that we could record a decrease in the liability related to uncertain tax positions, relating to a number of issues, up to approximately $3.3 million as a result of closure of tax statutes.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 21—Restructuring and Other:

Restructuring and other, net, reported in the consolidated statements of income for the years ended December 31, 2015, 2014 and 2013 consists of the following (in thousands):

	Year Ended December 31,
	2015				2014				2013
Exit of phosphorus flame retardants business(a)	$	(6,804	)		$	—			$	—
Charges in connection with aluminum alkyl supply capacity reduction(b)	—				23,521				—
Charges in connection with global business realignment(c)	—				—				33,361
Other, net(d)	—				2,426				—
Total Restructuring and other, net	$	(6,804	)		$	25,947			$	33,361

(a)

In the third quarter of 2015, a gain of $6.8 million ($5.4 million after income taxes) was recognized upon the sale of land in Avonmouth, U.K., which was utilized by the phosphorus flame retardants business we exited in 2012. In 2012, charges in connection with our exit of the phosphorus flame retardants business were recorded in Restructuring and other, net, on our consolidated statements of income.

(b)

In 2014, we initiated action to reduce high cost supply capacity of certain aluminum alkyl products, primarily through the termination of a third party manufacturing contract. Based on the contract termination, we estimated costs of approximately $14.0 million ($9.3 million after income taxes) in the first quarter and $6.5 million ($4.3 million after income taxes) in the fourth quarter for contract termination and volume commitments. Additionally, in the first quarter of 2014 we recorded an impairment charge of $3.0 million ($1.9 million after income taxes) for certain capital project costs also related to aluminum alkyls capacity which we do not expect to recover.

(c)

In connection with an announced realignment of our operating segments effective January 1, 2014, in the fourth quarter of 2013 we initiated a workforce reduction plan which resulted in a reduction of approximately 230 employees worldwide. In the fourth quarter of 2013 we recorded charges of $33.4 million ($21.9 million after income taxes) for termination benefits and other costs related to this workforce reduction plan. Payments under this workforce reduction plan are complete.

(d)	The amount for 2014 mainly consists of $3.3 million ($2.1 million after income taxes) recorded in the second quarter for certain multi-product facility project costs that we do not expect to recover in future periods, net of other credits recorded in the fourth quarter.

NOTE 22—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 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.

	December 31,
	2015								2014
	Recorded Amount				Fair Value				Recorded Amount				Fair Value
	(In thousands)
Long-term debt	$	3,852,019			$	3,810,981			$	2,934,131			$	2,994,935

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 December 31, 2015 and 2014, we had outstanding foreign currency forward contracts with notional values totaling $217.7 million and $479.9 million, respectively. Our foreign currency forward contracts outstanding at December 31, 2015 and 2014 have not been designated as hedging instruments under ASC 815, Derivatives and Hedging. At December 31, 2015, $0.3 million was included in Accrued expenses associated with the fair value of our foreign currency forward contracts, and at December 31, 2014, $0.6 million was included in Other accounts receivable associated with the fair value of our foreign currency forward contracts.

Gains and losses on foreign currency forward contracts are recognized currently in Other income (expenses), 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. For the years ended December 31, 2015, 2014 and 2013 we recognized losses of ($38.5) million, ($17.8) million and ($1.1) million, respectively, in Other income (expenses), net, in our consolidated statements of income

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

related to the change in the fair value of our foreign currency forward contracts. These amounts are generally expected to be offset by changes in the value of the underlying exposures being hedged which are also reported in Other income (expenses), net. Also, for the years ended December 31, 2015, 2014 and 2013, we recorded $38.5 million, $17.8 million and $1.1 million, respectively, related to the change in the fair value of our foreign currency forward contracts, and net cash settlements of ($37.6) million, ($18.3) million and ($1.8) million, respectively, in Other, net, in our 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 credit loss in the event of nonperformance by these counterparties. However, we do not anticipate nonperformance by the counterparties.

NOTE 23—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 year ended December 31, 2015. The following tables set forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2015 and 2014 (in thousands):

	December 31, 2015				Quoted Prices in Active Markets for Identical Items (Level 1)				Quoted Prices in Active Markets for Similar Items (Level 2)				Unobservable Inputs (Level 3)
Assets:
Investments under executive deferred compensation plan (a)	$	21,631			$	21,631			$	—			$	—
Private equity securities (b)	$	2,626			$	31			$	—			$	2,595
Pension assets (c)	$	690,787			$	500,996			$	106,664			$	83,127
Postretirement assets (c)	$	3,292			$	—			$	3,292			$	—
Liabilities:
Obligations under executive deferred compensation plan (a)	$	21,631			$	21,631			$	—			$	—
Foreign currency forward contracts (d)	$	250			$	—			$	250			$	—

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	December 31, 2014				Quoted Prices in Active Markets for Identical Items (Level 1)				Quoted Prices in Active Markets for Similar Items (Level 2)				Unobservable Inputs (Level 3)
Assets:
Investments under executive deferred compensation plan (a)	$	22,168			$	22,168			$	—			$	—
Private equity securities (b)	$	1,806			$	21			$	—			$	1,785
Foreign currency forward contracts (d)	$	631			$	—			$	631			$	—
Pension assets (c)	$	607,694			$	513,871			$	13,083			$	80,740
Postretirement assets (c)	$	4,439			$	—			$	4,439			$	—
Liabilities:
Obligations under executive deferred compensation plan (a)	$	22,168			$	22,168			$	—			$	—

(a)

We maintain an EDCP that was adopted in 2001 and subsequently amended. The purpose of the EDCP is to provide current tax planning opportunities as well as supplemental funds upon the retirement or death of certain of our employees. The EDCP is intended to aid in attracting and retaining employees of exceptional ability by providing them with these benefits. We also maintain a Benefit Protection Trust (the “Trust”) that was created to provide a source of funds to assist in meeting the obligations of the EDCP, subject to the claims of our creditors in the event of our insolvency. Assets of the Trust are consolidated in accordance with authoritative guidance. The assets of the Trust consist primarily of mutual fund investments (which are accounted for as trading securities and are marked-to-market on a monthly basis through the consolidated statements of income) and cash and cash equivalents. As such, these assets and obligations are classified within Level 1.

(b)

Primarily consists of private equity securities classified as available-for-sale and are reported in Investments in the consolidated balance sheets. The changes in fair value are reported in Other income (expenses), net, in our consolidated statements of income. Holdings in private equity securities are typically valued using the net asset valuations provided by the underlying private investment companies and as such are classified within Level 3.

(c)	See Note 15 “Pension Plans and Other Postretirement Benefits” for further information about fair value measurements of our pension and postretirement plan assets, including the reconciliations of the plans’ Level 3 assets.

(d)

As a result of our global operating and financing activities, we are exposed to market risks from changes in foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, we minimize our risks from foreign currency exchange rate fluctuations through the use of foreign currency forward contracts. Unless otherwise noted, these derivative financial instruments are not designated as hedging instruments under ASC 815, Derivatives and Hedging. The foreign currency forward contracts are valued using broker quotations or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within Level 2.

The following table presents the fair value reconciliation of private equity securities Level 3 assets measured at fair value on a recurring basis for the periods indicated (in thousands):

	Year Ended December 31,
	2015				2014
Beginning balance	$	1,785			$	750
Total unrealized gains included in earnings relating to assets still held at the reporting date	810				35
Purchases	—				1,000
Ending balance	$	2,595			$	1,785

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 24—Related Party Transactions:

Our consolidated financial statements include sales to and purchases from unconsolidated affiliates in the ordinary course of business as follows (in thousands):

	Year Ended December 31,
	2015				2014				2013
Sales to unconsolidated affiliates	$	25,903			$	45,415			$	29,420
Purchases from unconsolidated affiliates	115,697				64,631				57,022

NOTE 25—Segment and Geographic Area Information:

As a result of the Rockwood acquisition, in 2015 we realigned our organizational structure under three reportable segments: Performance Chemicals, Refining Solutions and Chemetall Surface Treatment. 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 2014 and 2013 have been recast to reflect the change in segments noted above and a change in our measure of segment profit or loss to adjusted EBITDA as discussed below. Segment results for all periods presented exclude discontinued operations as further described in Note 3, “Divestitures.”

The “All Other” category is comprised of three operating segments that did not fit into any of our core businesses subsequent to the acquisition of Rockwood: mineral-based flame retardants and specialty chemicals, fine chemistry services and metal sulfides. 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.

Beginning in 2015, the Company uses earnings before interest, taxes, depreciation and amortization, as adjusted for certain non-recurring or unusual items such as restructuring charges, facility divestiture charges, non-operating pension and OPEB items and other significant non-recurring items (“adjusted EBITDA”), on a segment basis to assess the ongoing performance of the Company’s business segments. Adjusted EBITDA is a financial measure that is not required by, or presented in accordance with, U.S. GAAP. 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 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.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	Year Ended December 31,
	2015				2014				2013
	(In thousands)
Net sales:
Performance Chemicals	$	1,610,319			$	1,121,645			$	1,141,890
Refining Solutions	729,261				852,139				775,207
Chemetall Surface Treatment	824,906				—				—
All Other	471,434				471,764				477,173
Corporate	15,415				—				—
Total net sales	$	3,651,335			$	2,445,548			$	2,394,270
Adjusted EBITDA:
Performance Chemicals	$	535,520			$	306,572			$	364,712
Refining Solutions	197,595				256,485				190,388
Chemetall Surface Treatment	202,028				—				—
All Other	53,993				73,973				71,691
Corporate	(29,814		)		(74,875		)		(69,240		)
Total adjusted EBITDA	$	959,322			$	562,155			$	557,551

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 GAAP, (in thousands):

	Performance Chemicals				Refining Solutions				Chemetall Surface Treatment				Reportable Segments Total				All Other				Corporate				Consolidated Total
2015
Adjusted EBITDA	$	535,520			$	197,595			$	202,028			$	935,143			$	53,993			$	(29,814	)		$	959,322
Depreciation and amortization	(120,248		)		(34,039		)		(78,903		)		(233,190		)		(18,183		)		(8,703		)		(260,076		)
Utilization of inventory markup(a)	(79,977		)		—				(20,030		)		(100,007		)		(3,029		)		—				(103,036		)
Restructuring and other, net(c)	—				—				—				—				—				6,804				6,804
Acquisition and integration related costs(b)	—				—				—				—				—				(146,096		)		(146,096		)
Interest and financing expenses	—				—				—				—				—				(132,722		)		(132,722		)
Income tax expense	—				—				—				—				—				(29,122		)		(29,122		)
Non-operating pension and OPEB items	—				—				—				—				—				46,244				46,244
Other(d)	—				(1,971		)		—				(1,971		)		—				(4,441		)		(6,412		)
Net income (loss) attributable to Albemarle Corporation	$	335,295			$	161,585			$	103,095			$	599,975			$	32,781			$	(297,850	)		$	334,906
2014
Adjusted EBITDA	$	306,572			$	256,485			$	—			$	563,057			$	73,973			$	(74,875	)		$	562,155
Depreciation and amortization(e)	(51,707		)		(32,670		)		—				(84,377		)		(13,478		)		(2,552		)		(100,407		)
Restructuring and other, net(c)	—				—				—				—				—				(25,947		)		(25,947		)
Acquisition and integration related costs(b)	—				—				—				—				—				(30,158		)		(30,158		)
Interest and financing expenses	—				—				—				—				—				(41,358		)		(41,358		)
Income tax expense	—				—				—				—				—				(18,484		)		(18,484		)
(Loss) income from discontinued operations (net of tax)	—				—				—				—				—				(69,531		)		(69,531		)
Non-operating pension and OPEB items	—				—				—				—				—				(125,462		)		(125,462		)
Other(d)	—				—				—				—				—				(17,492		)		(17,492		)
Net income (loss) attributable to Albemarle Corporation	$	254,865			$	223,815			$	—			$	478,680			$	60,495			$	(405,859	)		$	133,316
2013
Adjusted EBITDA	$	364,712			$	190,388			$	—			$	555,100			$	71,691			$	(69,240	)		$	557,551
Depreciation and amortization(e)	(46,225		)		(33,580		)		—				(79,805		)		(13,323		)		(2,188		)		(95,316		)
Restructuring and other, net(c)	—				—				—				—				—				(33,361		)		(33,361		)
Interest and financing expenses	—				—				—				—				—				(31,559		)		(31,559		)
Income tax expense	—				—				—				—				—				(134,445		)		(134,445		)
(Loss) income from discontinued operations (net of tax)	—				—				—				—				—				4,108				4,108
Non-operating pension and OPEB items	—				—				—				—				—				146,193				146,193
Net income (loss) attributable to Albemarle Corporation	$	318,487			$	156,808			$	—			$	475,295			$	58,368			$	(120,492	)		$	413,171

(a)

In connection with the acquisition of Rockwood, the Company valued Rockwood’s existing inventory at fair value as of the Acquisition Closing Date, which resulted in a markup of the underlying net book value of the inventory totaling approximately $103 million. The inventory markup was expensed over the estimated remaining selling period. For the year ended December 31, 2015, $75.9 million was included in Cost of goods sold, and Equity in net income of unconsolidated investments was reduced by $27.1 million related to the utilization of the inventory markup.

(b)	See Note 2, “Acquisitions.”

(c)	See Note 21, “Restructuring and Other.”

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(d)

For the year ended December 31, 2015, Refining Solutions includes an impairment charge of approximately $2.0 million related to our unconsolidated investment in Fábrica Carioca de Catalisadores SA. For the years ended December 31, 2015 and 2014, Corporate includes approximately $4.4 million and $17.5 million, respectively, of financing-related fees expensed in connection with the acquisition of Rockwood.

(e)	Excludes discontinued operations.

	As of December 31,
	2015				2014				2013
					(In thousands)
Identifiable assets:
Performance Chemicals	$	4,358,598			$	1,085,246			$	1,148,478
Refining Solutions	937,445				1,100,361				1,217,313
Chemetall Surface Treatment	3,207,621				—				—
All Other	517,695				268,555				468,147
Corporate(a)	593,655				2,768,941				750,859
Total identifiable assets	$	9,615,014			$	5,223,103			$	3,584,797
Goodwill:
Performance Chemicals	$	1,287,824			$	42,016			$	42,025
Refining Solutions	172,728				192,657				218,382
Chemetall Surface Treatment	1,433,259				—				—
All Other	—				8,589				23,796
Total goodwill	$	2,893,811			$	243,262			$	284,203

(a)

As of December 31, 2014, Corporate included net proceeds received from the issuance of the 2014 Senior Notes, which, together with borrowings from our Commercial Paper Notes, August 2014 Term Loan Agreement and Cash Bridge Facility, were used to finance the cash portion of the Merger Consideration, pay related fees and expenses and repay our senior notes which matured on February 1, 2015. See Note 14, “Long-Term Debt” and Note 2, “Acquisitions” for additional details about these transactions.

	Year Ended December 31,
	2015				2014				2013
					(In thousands)
Depreciation and amortization:
Performance Chemicals	$	120,248			$	51,707			$	46,225
Refining Solutions	34,039				32,670				33,580
Chemetall Surface Treatment	78,903				—				—
Discontinued Operations	—				3,165				12,054
All Other	18,183				13,478				13,323
Corporate	8,703				2,552				2,188
Total depreciation and amortization	$	260,076			$	103,572			$	107,370
Capital expenditures:
Performance Chemicals	$	159,338			$	52,280			$	119,500
Refining Solutions	28,836				49,219				16,501
Chemetall Surface Treatment	23,738				—				—
All Other	13,054				9,053				18,831
Corporate	2,683				24				514
Total capital expenditures	$	227,649			$	110,576			$	155,346

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	Year Ended December 31,
	2015				2014				2013
					(In thousands)
Net Sales:
United States	$	1,118,847			$	884,373			$	933,182
Foreign(a)	2,532,488				1,561,175				1,461,088
Total	$	3,651,335			$	2,445,548			$	2,394,270

(a)	No sales in a foreign country exceed 10% of total net sales. Also, net sales are attributed to countries based upon shipments to final destination.

	As of December 31,
	2015				2014				2013
					(In thousands)
Long-Lived Assets:
United States	$	833,238			$	698,863			$	748,719
Chile	916,965				—				—
Netherlands	157,644				167,965				193,775
Jordan	230,460				227,805				227,818
Australia	282,552				—				—
Brazil	45,847				59,474				78,078
Germany	189,895				75,813				86,175
China	29,780				5,310				41,858
France	50,991				37,347				34,523
Korea	72,685				80,362				86,827
United Kingdom	5,320				3,665				3,665
Other foreign countries	103,977				48,819				47,139
Total	$	2,919,354			$	1,405,423			$	1,548,577

Net sales to external customers by product category in each of the segments consists of the following:

	Year Ended December 31,
	2015				2014				2013
					(In thousands)
Performance Chemicals:
Bromine	$	775,729			$	808,857			$	856,298
Lithium	508,844				—				—
Performance Catalyst Solutions	325,746				312,788				285,592
Total Performance Chemicals	$	1,610,319			$	1,121,645			$	1,141,890
Refining Solutions	$	729,261			$	852,139			$	775,207
Chemetall Surface Treatment	$	824,906			$	—			$	—

On October 26, 2015, we announced that effective January 1, 2016, Performance Chemicals will be split into two separate reportable segments: (1) Bromine Specialties, and (2) Lithium and Advanced Materials, which will include Performance Catalyst Solutions and Curatives.

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 26—Quarterly Financial Summary (Unaudited):

	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
	(In thousands, except per share amounts)
2015
Net sales	$	884,404			$	931,485			$	905,093			$	930,353
Gross profit	$	258,466			$	300,566			$	312,210			$	325,630
Restructuring and other, net(a)	$	—			$	—			$	(6,804	)		$	—
Acquisition and integration related costs(b)	$	59,523			$	24,166			$	42,798			$	19,609
Net income attributable to Albemarle Corporation(c)	$	43,115			$	52,147			$	65,392			$	174,252
Basic earnings per share(c)	$	0.40			$	0.46			$	0.58			$	1.55
Shares used to compute basic earnings per share	108,130				112,189				112,202				112,207
Diluted earnings per share(c)	$	0.40			$	0.46			$	0.58			$	1.55
Shares used to compute diluted earnings per share	108,464				112,607				112,544				112,608

	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
	(In thousands, except per share amounts)
2014
Net sales	$	599,843			$	604,721			$	642,418			$	598,566
Gross profit	$	195,599			$	207,363			$	205,446			$	162,440
Restructuring and other, net(a)	$	17,000			$	3,332			$	293			$	5,322
Acquisition and integration related costs(b)	$	—			$	4,843			$	10,261			$	15,054
Net income (loss) from continuing operations	$	66,004			$	89,404			$	88,019			$	(12,990	)
Loss from discontinued operations (net of tax)(d)	(1,769		)		(60,025		)		(6,679		)		(1,058		)
Net income attributable to noncontrolling interests	(7,652		)		(6,932		)		(8,546		)		(4,460		)
Net income (loss) attributable to Albemarle Corporation	$	56,583			$	22,447			$	72,794			$	(18,508	)
Basic earnings (loss) per share:
Continuing operations	$	0.73			$	1.05			$	1.02			$	(0.22	)
Discontinued operations	(0.02		)		(0.76		)		(0.09		)		(0.02		)
	$	0.71			$	0.29			$	0.93			$	(0.24	)
Shares used to compute basic earnings per share	79,735				78,662				78,244				78,144
Diluted earnings (loss) per share:
Continuing operations	$	0.73			$	1.04			$	1.01			$	(0.22	)
Discontinued operations	(0.02		)		(0.76		)		(0.08		)		(0.02		)
	$	0.71			$	0.28			$	0.93			$	(0.24	)
Shares used to compute diluted earnings per share	80,112				79,091				78,659				78,545

(a)	See Note 21, “Restructuring and Other.”

(b)	See Note 2, “Acquisitions.”

(c)	The fourth quarter of 2015 includes an income tax benefit of $44.6 million primarily related to the release of certain tax reserves associated with lapses in statutes of limitations and audit closures.

(d)	Included in Loss from discontinued operations (net of tax) for the year ended December 31, 2014 is ($65.7) million related to the loss on the sale of our antioxidant, ibuprofen and propofol businesses and assets, the majority of which was recorded in the second quarter. See Note 3, “Divestitures.”

As discussed in Note 1, “Summary of Significant Accounting Policies,” actuarial gains and losses related to our defined benefit pension and OPEB plan obligations are recognized annually in our consolidated statements of income in the fourth quarter and whenever a plan is determined to qualify for a remeasurement during a fiscal year. During the year ended December 31, 2015, actuarial gains were recognized as follows: fourth quarter—$38.9 million ($27.8 million after income taxes) as a result of the annual remeasurement process. During the year ended December 31, 2014, actuarial losses were recognized as

Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

follows: first quarter—$15.4 million ($9.8 million after income taxes) as a result of the remeasurement of the assets and obligations of (i) one of our U.S. defined benefit plan which covers non-represented employees, and (ii) our SERP, in connection with a realignment of of our operating segments effective January 1, 2014 and related workforce reduction plan; third quarter—$2.8 million ($1.8 million after income taxes) as a result of the remeasurement of the assets and obligations of one of our U.S. defined benefit plans for represented employees which was part of the businesses and assets we divested on September 1, 2014; fourth quarter—$112.6 million ($71.8 million after income taxes) as a result of the annual remeasurement process.

Albemarle Corporation and Subsidiaries