Albemarle (ALB) 10-K/A risk factor changes: FY2021 vs FY2019

[removed: FORM 10-K/A][added: FORM 10-K/A]

(Amendment No. [removed: 1)][added: 2)]

| ☒ | [added: | |] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | [added: | |]

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2021]

| ☐ | [added: | |] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | [added: | |]

Commission file [removed: number 001-12658][added: number 001-12658]

| Virginia | | [added: | | | |] 54-1692118 | [added: | |]

| (State or other jurisdiction [removed: of incorporation] [added: of incorporation] or organization) | | [added: | | | |] (I.R.S. [removed: Employer Identification] [added: Employer Identification] No.) | [added: | |]

[removed: Charlotte, North Carolina 28209][added: Charlotte, North Carolina 28209]

Registrant’s telephone number, including area code: [removed: (980)] [added: (980)] - 299-5700

| Title of each class | | [added: | | | |] Trading Symbol | | [added: | | | |] Name of each exchange on which registered | [added: | |]

| COMMON STOCK, $.01 Par Value | | [added: | | | |] ALB | | [added: | | | |] New York Stock Exchange | [added: | |]

| Large accelerated filer | | [added: | | | |] ☒ | | [added: | | | |] Accelerated filer | | [added: | | | |] ☐ | [added: | |]

| Non-accelerated filer | | [added: | | | |] ☐ | | [added: | | | |] Smaller reporting company | | [added: | | | |] ☐ | [added: | |]

| | | | | [added: | | | | | | | |] Emerging growth company | | [added: | | | |] ☐ | [added: | |]

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately [removed: $7.5] [added: $19.7] billion based on the last reported sale price of common stock on June 30, [removed: 2019,] [added: 2021,] the last business day of the registrant’s most recently completed second quarter.

Number of shares of common stock outstanding as of February [removed: 18, 2020: 106,206,157][added: 11, 2022: 117,036,615]

Portions of Albemarle Corporation’s definitive Proxy Statement for its [removed: 2020] [added: 2022] Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission [removed: on March 24, 2020] pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, [removed: were] [added: are] incorporated by reference into Part III of [removed: its] [added: this] Annual Report on Form 10-K.

On February [removed: 26, 2020,] [added: 22, 2022,] Albemarle Corporation (“Albemarle” or the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, [removed: 2019] [added: 2021 (the “2021 Form 10-K”)] with the Securities and Exchange [removed: Commission.][added: Commission (the “Original Filing”).]

[removed: This Amendment No. 1 also updates, amends] [added: Exhibits] and [removed: supplements Part IV, Item 15] [added: Financial Schedules] of the [added: 2021] Form 10-K to include, among other items, the filing of new [removed: Exhibits 31.1, 31.2, 32.1 and 32.2,] certifications of [removed: our] [added: the Company’s] Chief Executive Officer and Chief Financial [removed: Officer,] [added: Officer] pursuant to Rule 13a-14(a) [added: as Exhibits 31.1] and [removed: (b).][added: 31.2, as well as third-party consents for the technical report summaries in Exhibits 23.1, 23.2, 23.3, 23.4, 23.5 and 23.6.]

This Amendment No. [removed: 1] [added: 2] consists solely of the preceding cover page, this explanatory note, [removed: the information required by] [added: Part I,] Item [removed: 15(c) of Form 10-K as provided in Exhibit 99.2, a signature page, the accountants’ consent for Windfield and certifications required to be filed as exhibits hereto.][added: 2.]

| Item 15. | [added: | |] Exhibits and Financial Statement Schedules. | [added: | |]

(a)(1) The following consolidated financial and informational statements of the registrant are included in Part II Item 8 of the [removed: Company's] [added: Company’s] Annual Report on Form 10-K filed on February [removed: 26, 2020:][added: 22, 2022:]

Report of Independent Registered Public Accounting Firm [added: (PricewaterhouseCoopers LLP, Charlotte, North Carolina, PCAOB ID 238)]

Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2021] and [removed: 2018][added: 2020]

Consolidated Statements of Income, Comprehensive Income, Changes in Equity and Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2021, 2020] and [removed: 2017][added: 2019]

| (a)(3) | | [added: | | | |] Exhibits | [added: | | | | |]

| | | [added: | | | |] The following documents are filed as exhibits to this Annual Report on Form 10-K/A (Amendment [removed: No. 1)] [added: No.2)] pursuant to Item 601 of Regulation S-K. These exhibits should be read in conjunction with Item 15 of the [removed: Company's] [added: Company’s] Annual Report on Form 10-K filed on February [removed: 26, 2020:] [added: 22, 2022:] | [added: | | | | |]

| [removed: [*23.2](https://www.sec.gov/Archives/edgar/data/915913/000091591320000089/exhibit2321231201910-ka.htm)] [added: [*23.2](https://www.sec.gov/Archives/edgar/data/915913/000091591323000025/exhibit2321231202110-ka.htm)] | | [added: | | | |] [Consent of [removed: KPMG.](https://www.sec.gov/Archives/edgar/data/915913/000091591320000089/exhibit2321231201910-ka.htm)] [added: SRK Consulting (U.S), Inc. regarding the Wodgina property.](https://www.sec.gov/Archives/edgar/data/915913/000091591323000025/exhibit2321231202110-ka.htm)] | [added: | | | | |]

| [removed: [*31.1](https://www.sec.gov/Archives/edgar/data/915913/000091591320000089/exhibit3111231201910-ka.htm)] [added: [*31.1](https://www.sec.gov/Archives/edgar/data/915913/000091591323000025/exhibit31112312021aamend2.htm)] | | [added: | | | |] [Certification of Chief Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/915913/000091591320000089/exhibit3111231201910-ka.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/915913/000091591323000025/exhibit31112312021aamend2.htm)] | [added: | | | | |]

| [removed: [*31.2](https://www.sec.gov/Archives/edgar/data/915913/000091591320000089/exhibit3121231201910-ka.htm)] [added: [*31.2](https://www.sec.gov/Archives/edgar/data/915913/000091591323000025/exhibit31212312021aamend2.htm)] | | [added: | | | |] [Certification of Chief Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/915913/000091591320000089/exhibit3121231201910-ka.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/915913/000091591323000025/exhibit31212312021aamend2.htm)] | [added: | | | | |]

| *101 | | [added: | | | |] Interactive Data Files (Annual Report on Form 10-K, for the fiscal year ended December 31, [removed: 2019,] [added: 2021,] furnished in XBRL (eXtensible Business Reporting Language)). | [added: | | | | |]

| * | [added: | |] Included with this filing. | [added: | |]

| ALBEMARLE CORPORATION (Registrant) | | | [added: | | | | | |]

| | | [added: | | | |] Chairman, President and Chief Executive Officer | [added: | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.

In addition, the Company filed Amendment No. 1 to the Original Filing (“Amendment No. 1”) on March 2, 2022 to amend the Aggregate Annual Production table within the Mineral Properties section of Part I, Item 2.

Properties of the Original Filing.

This Amendment No. 2 to the Original Filing (“Amendment No. 2”) is being filed to: (i) amend certain disclosures within the Mineral Properties section of Part I, Item 2.

Properties of the 2021 Form 10-K; (ii) revise the disclosure regarding our disclosure controls and procedures in Part II, Item 9A.

Controls and Procedures of the 2021 Form 10-K to reflect management’s conclusion that the Company’s disclosure controls and procedures were not effective at December 31, 2021 solely as a result of the updated disclosures responding to Item 601(b)(96) and subpart 1300 of Regulation S-K included in this Amendment No. 2; and (iii) file amended versions the Company’s material individual mineral property technical report summaries as revised Exhibits 96.1, 96.2, 96.3, 96.4, 96.5 and 96.6 to this Amendment No. 2.

This Amendment No. 2 also updates, amends and supplements Part IV, Item 15.

Except as described above, this Amendment No. 2 does not amend, update or change any other information set forth in the 2021 Form 10-K (including in the consolidated financial statements included therein) and does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events.

Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and Amendment No. 1 and the Company’s other filings with the Securities and Exchange Commission.

Properties, Part II, Item 9A.

Controls and Procedures, Part IV, Item 15.

Exhibits and Financial Schedules, a signature page and the exhibits filed herewith.

PART I

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| Item 2. | | | Properties. | | |

We operate globally, with our principal executive offices located in Charlotte, North Carolina and regional shared services offices located in Budapest, Hungary and Dalian, China.

Each of these properties are leased.

We and our affiliates also operate regional sales and administrative offices in various locations throughout the world, which are generally leased.

We believe that our production facilities, research and development facilities, and sales and administrative offices are generally well maintained, effectively used and are adequate to operate our business.

During 2021, the Company’s manufacturing plants operated at approximately 86% capacity, in the aggregate.

Set forth below is information regarding our production facilities operated by us and our affiliates.

Additional details regarding our significant mineral properties can be found below the table.

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| Location | | | | | | | | | | | | Principal Use | | | | | | Owned/Leased | | |

| Lithium | | | | | | | | | | | | | | | | | | | | |

| Chengdu, China | | | | | | | | | | | | Production of lithium carbonate and technical and battery-grade lithium hydroxide | | | | | | Owned | | |

| Greenbushes, Australia(a) | | | | | | | | | | | | Production of lithium spodumene minerals and lithium concentrate | | | | | | Owned(e) | | |

| Kemerton, Australia(a)(b) | | | | | | | | | | | | Production of lithium carbonate and technical and battery-grade lithium hydroxide | | | | | | Owned(e) | | |

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This Amendment No. 1 to Form 10-K (“Amendment No. 1”) of Albemarle is being filed solely to amend Item 15(c) to include the separate financial statements of Windfield Holdings Pty Ltd ("Windfield") as required under Rule 3-09 of Regulation S-X.

The financial statements of Windfield for its fiscal year ended December 31, 2019 were not available at the time the Company filed its Annual Report on Form 10-K.

The required financial statements are now provided as Exhibit 99.2 to this Amendment No. 1.

Part IV, Item 15 is the only portion of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A.

This Amendment No. 1 does not change any other information set forth in the original filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

| [*32.1](https://www.sec.gov/Archives/edgar/data/915913/000091591320000089/exhibit3211231201910-ka.htm) | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](https://www.sec.gov/Archives/edgar/data/915913/000091591320000089/exhibit3211231201910-ka.htm) |

| [*32.2](https://www.sec.gov/Archives/edgar/data/915913/000091591320000089/exhibit3221231201910-ka.htm) | | [Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](https://www.sec.gov/Archives/edgar/data/915913/000091591320000089/exhibit3221231201910-ka.htm) |

| [*99.2](https://www.sec.gov/Archives/edgar/data/915913/000091591320000089/exhibit9921231201910-ka.htm) | | [Financial Statements of Windfield Holdings Pty Ltd](https://www.sec.gov/Archives/edgar/data/915913/000091591320000089/exhibit9921231201910-ka.htm) |

(c) The financial statements of Windfield Holdings Pty Ltd included in Exhibit 99.2 for the year ended December 31, 2019 are filed as part of Item 15 of the Company's Annual Report on Form 10-K filed on February 26, 2020 and should be read in conjunction with the Company's consolidated financial statements.

| By: | | /S/ LUTHER C. KISSAM IV |

| | | (Luther C. Kissam IV) |

Dated: April 15, 2020