Albemarle (ALB) 10-K risk factor changes: FY2016 vs FY2015

Adverse conditions in the [removed: global] economy and volatility and disruption of financial markets can negatively impact our customers, suppliers and other business partners and therefore have a material adverse effect on our results of operations.

A [removed: global or] [added: global,] regional [added: or localized] economic downturn may reduce customer demand or inhibit our ability to produce our products, negatively impacting our operating results.

Our business and operating results have been and will continue to be sensitive to [removed: global] economic downturns (including credit market tightness which can impact our liquidity as well as [added: that of] our customers, suppliers and other business partners), declining consumer and business confidence, fluctuating commodity prices, volatile exchange rates and other challenges that can affect the [removed: global] economy.

Our customers may experience deterioration of their businesses, cash flow shortages and difficulty obtaining [removed: financing.][added: financing, leading them to delay or cancel plans to purchase products, and they may not be able to fulfill their obligations in a timely fashion.]

Further, suppliers and other business partners may [removed: be experiencing] [added: experience] similar conditions, which could impact their ability to fulfill their obligations to us.

Also, it could be difficult to find replacements for [removed: certain of those] business partners without incurring significant delays or cost increases.

For example, our lithium and bromine businesses rely upon our continued ability to produce, or otherwise obtain, lithium and bromine of sufficient quality in adequate [removed: amounts to support our operations.][added: amounts.]

Our raw material and energy costs can be volatile and may increase [added: significantly.]

Increases are primarily driven by [removed: significantly tighter] [added: tightening of] market conditions and major increases in the pricing of basic building blocks for our products such as crude oil, chlorine and metals (including molybdenum and rare earths which are used in the refinery catalysts business).

We generally attempt to pass through changes in the prices of raw materials and energy to our customers, but we may be unable to [removed: or] [added: do so (or may] be delayed in doing [removed: so.][added: so).]

We face competition from other specialty chemical companies, which places downward pressure on the prices and margins of our [removed: products.][added: products and may adversely affect our businesses and results of operations.]

We [removed: operate in a highly competitive marketplace, competing] [added: compete] against a number of [added: highly competitive] global specialty chemical producers.

Competition is based on several key criteria, including product performance and quality, product price, product availability and security of [removed: supply] [added: supply,] and responsiveness of product development in cooperation with customers and customer service.

These competitors may also be able to maintain significantly greater operating and financial [removed: flexibility than we do.][added: flexibility.]

As a result, these competitors may be better able to withstand changes in conditions within our [removed: industry, changes in the prices of raw materials and energy and in general economic conditions.][added: industry.]

[removed: Additionally, competitors’] [added: Competitors’] pricing decisions could compel us to decrease our prices, which could [added: negatively] affect our margins and profitability adversely.

Our ability to maintain or increase our profitability is, and will continue to be, dependent upon our ability to offset decreases in the prices and margins of our products by improving production efficiency and [removed: volume,] [added: volume and other productivity enhancements,] shifting to higher margin chemical products and improving existing products through innovation and research and development.

Within the end-use markets in which we compete, competition [removed: between products] is intense.

[removed: Therefore, we face substantial risk that certain events, such as new product development by our competitors, changing] customer needs, production advances for competing products, price changes in raw materials and products, our failure to secure patents or the expiration of patents, could result in declining demand for our products as our customers switch to substitute products or undertake manufacturing of such products on their own.

Accordingly, the performance of our business could be adversely affected by any marketing and promotional materials used by our competitors that make false or unsubstantiated claims, [removed: implies] [added: imply] immoral or improper conduct or [removed: is] [added: are] otherwise disparaging to our Company or its products.

Downturns in our customers’ [removed: cyclical] industries could adversely affect our sales and profitability.

Downturns in the businesses that use our specialty chemicals [removed: will] [added: may] adversely affect our sales.

Many of our customers are in industries, including the electronics, building and construction, oilfield and automotive industries, [removed: that] [added: which] are cyclical in [removed: nature and sensitive] [added: nature, or which are subject] to [removed: changes in general economic conditions.][added: secular downturns.]

Historically, [added: cyclical or secular industry] downturns [removed: in general economic conditions] have resulted in diminished product demand, excess manufacturing capacity and lower average selling prices, and we may experience similar problems in the future.

A decline in [removed: economic conditions in] our customers’ [removed: cyclical] industries may have a material adverse effect on our sales and profitability.

Sales of our agrichemicals are also subject to fluctuation as demand varies depending on climate and other environmental conditions, which [added: may prevent or reduce farming for extended periods.]

Customers may also find alternative materials or processes that [removed: no longer] [added: do not] require our products.

Our industries and the [removed: end-use] [added: end] markets into which we sell our products experience [removed: periodic] technological change and product improvement.

Manufacturers periodically introduce new [removed: generations of] products or require new technological capacity to develop customized products.

Our [removed: future] growth will depend on our ability to gauge the direction of the commercial and technological progress in all key [removed: end-use] [added: end] markets and upon our ability to fund and successfully develop, manufacture and market products in such changing [removed: end-use] [added: end] markets.

[removed: We] [added: Additionally, we] may not be successful in developing new products and/or technology, either alone or with third parties, or licensing intellectual property rights from third parties on a commercially competitive basis.

[removed: Our new products may not be] accepted by our customers or may fail to receive regulatory approval.

If we fail to keep pace with the evolving technological innovations in our [removed: end-use] [added: end] markets on a competitive basis, our business, financial condition and results of operations could be adversely affected.

We generally rely on patent, trade secret, trademark and copyright laws of the [removed: U.S.] [added: United States] and certain other countries in which our products are produced or sold, as well as licenses and nondisclosure and confidentiality agreements, to protect our intellectual property rights.

The patent, trade secret, trademark and copyright laws of some [removed: countries] [added: countries, or their enforcement,] may not protect our intellectual property rights to the same extent as the laws of the [removed: U.S. Failure to protect our intellectual property rights may result in the loss of valuable proprietary technologies.][added: United States.]

[added: Our inability to license or otherwise obtain such intellectual property rights could have a material] adverse effect on our ability to create a competitive advantage and create innovative solutions for our customers, which will adversely affect our net sales and our relationships with our customers.

Our business and operations could suffer in the event of [removed: cyber-security] [added: cybersecurity] breaches.

Attempts [removed: by others] to gain unauthorized access to our information technology systems become more sophisticated over time.

To the extent that any [removed: cyber-security] [added: cybersecurity] breach results in inappropriate disclosure of our customers’ or licensees’ confidential information, we may incur liability as a result.

| • | transportation and other shipping costs may [removed: increase;] [added: increase, or transportation may be inhibited;] |

There also is a risk that raising prices charged to our customers could result in a loss of sales volumes.

Therefore, we face substantial risk that certain events, such as new product development by our competitors, changing

Our new products may not be

Failure to protect our intellectual property rights may result in the loss of valuable proprietary technologies.

In addition, our trade secrets and know-how may be improperly obtained by other means, such as a breach of our information technologies security systems or direct theft.

In addition, the devotion of additional resources to the security of our information technology systems in the future could significantly increase the cost of doing business or otherwise adversely impact our financial results.

We conduct a substantial portion of our business outside the United States.

| • | termination or substantial modification of international trade agreements; |

| • | increased sovereign risk (such as default by or deterioration in the economies and credit worthiness of local governments) may occur; and |

Certain tax proposals

Recent developments, including the European Commission’s investigations on illegal state aid as well as the Organisation for Economic Co-operation and Development (“OECD”) project on Base Erosion and Profit Shifting may result in changes to long-standing tax principles, which could adversely affect our effective tax rates or result in higher cash tax liabilities.

Examinations in material jurisdictions or changes in laws, rules, regulations or interpretations by local taxing authorities could result in impacts to tax years open under statute or to foreign operating structures currently in place.

that could disrupt or limit our operations.

Our business and financial results may be adversely affected by various legal and regulatory proceedings.

We are involved from time to time in legal and regulatory proceedings, which may be material in the future.

The outcome of proceedings, lawsuits and claims may differ from our expectations, leading us to change estimates of liabilities and related insurance receivables.

Legal and regulatory proceedings, whether with or without merit, and associated internal investigations, may be time-consuming and expensive to prosecute, defend or conduct, divert management’s attention and other resources, inhibit our ability to sell our products, result in adverse judgments for damages, injunctive relief, penalties and fines, and otherwise negatively affect our business.

international agreement linked to the United Nations Framework Convention on Climate Change (“UNFCC”), which set binding targets for reducing greenhouse gas emissions.

Our business and our customers are subject to significant requirements under REACH, which imposes obligations on European Union manufacturers and importers of chemicals and other products into the European Union to compile and file comprehensive reports, including testing data, on each chemical substance, and perform chemical safety assessments.

Additionally, substances of high concern, as defined under REACH, are subject to an authorization process, which may result in restrictions in the use of products by application or even banning the product.

REACH regulations impose significant additional burdens on chemical producers, importers, downstream users of chemical substances and preparations, and the entire supply chain.

See “Regulation” in Item 1.

Business on page 8.

Our significant manufacturing presence and sales activities in the European Union requires significant compliance costs and may result in increases in the costs of raw materials we purchase and the products we sell.

Increases in the costs of our products could result in a decrease in their overall demand; additionally, customers may seek products that are not regulated by REACH, which could also result in a decrease in the demand of certain products subject to the REACH regulations.

In June 2016, modifications to the TSCA in the U.S. were signed into law, requiring chemicals to be assessed against a risk-based safety standard and for the elimination of unreasonable risks identified during risk evaluation.

Other pending initiatives potentially will require toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used or produced by us.

These initiatives include the Voluntary Children's Chemical Evaluation Program, and High Production Volume Chemical Initiative in the U.S., as well as new initiatives in Asia and other regions.

These assessments may result in heightened concerns about the chemicals involved and additional requirements being placed on the production, handling, labeling or use of the subject chemicals.

Such concerns and additional requirements could also increase the cost incurred by our

customers to use our chemical products and otherwise limit the use of these products, which could lead to a decrease in demand for these products.

Such a decrease in demand would likely have an adverse impact on our business and results of operations.

Our success depends on our ability to attract and retain key personnel, and we rely heavily on our management team.

Competition

In addition, because of our reliance on our senior management team, our future success depends, in part, on our ability to identify and develop or recruit talent to succeed our senior management and other key positions throughout the organization.

If we fail to identify and develop or recruit successors, we are at risk of being harmed by the departures of these key employees.

Effective succession planning is also important to our long-term success.

Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.

As of December 31, 2016, we had approximately 5,000 employees, including employees of our consolidated joint ventures.

Such employment rights require us to work collaboratively with the legal representatives of the employees to effect any changes to labor arrangements.

As a result, existing or potential customers can delay or cancel plans to purchase products and may not be able to fulfill their obligations in a timely fashion.

If the current weakness in much of the global economy continues or deepens significantly, our results of operations, financial condition and cash flows could be materially adversely affected.

significantly.

Our indebtedness could limit our flexibility to react to these industry trends and our ability to remain competitive.

may prevent or reduce farming for extended periods.

The specialty chemicals industry is subject to periodic technological change and ongoing product improvements.

In order to maintain our margins and remain competitive, we must successfully develop, manufacture and market new or improved products.

Additionally, for any new product program, there is a risk of technical or market failure in which case we may not be able to develop the new commercial products needed to maintain our competitive position or we may need to commit additional resources to new product development programs.

We also expect competition to increase as our competitors develop and introduce new and enhanced products.

As new products enter the market, our products may become obsolete or competitors’ products may be marketed more effectively than our products.

If we fail to develop new products, maintain or improve our margins with our new products or keep pace with technological developments, our business, financial condition, results of operations and cash flows will suffer.

Our inability to license or otherwise obtain such intellectual property rights could have a material

We conduct a substantial portion of our business outside of the U.S. We expect sales from international markets to continue to represent a significant portion of our net sales and the net sales of our joint ventures.

| • | intellectual property rights may be more difficult to enforce; |

Currently, there are no contemplated cash distributions that will result in incremental U.S. taxes payable in excess of applicable foreign tax credits related to such undistributed earnings.

The financial condition and results of operations of each foreign operating subsidiary and joint venture are reported in the relevant local currency and then translated to U.S. Dollars at the applicable currency exchange rate for inclusion in our consolidated financial statements.

Furthermore, environmental laws are subject to change and have tended to become stricter over time.

Such changes in environmental laws or their interpretation, or the enactment of new environmental laws, could result in materially increased capital expenditures and compliance costs.

Contractual indemnities may be ineffective in protecting us from environmental liabilities.

For example, some of our operations are within jurisdictions that have, or are developing, regulatory regimes governing greenhouse gas emissions.

The first commitment period under the Kyoto Protocol expired in 2012.

An amendment was passed by the UNFCC during the December 2012 Doha climate change talks that would implement a second commitment period through 2020.

As of February 11, 2016, 60 countries have ratified the 2012 amendments.

In December 2015, the 21st Conference of Parties for the UNFCC concluded with more than 190 countries adopting the Paris Agreement, a partly binding and partly voluntary agreement to cut global carbon emissions in an effort to limit the rise in global temperatures.

We may incur significant charges in the event we close or divest all or part of a manufacturing plant or facility.

We continually assess our manufacturing operations in order to manufacture and distribute our products in the most efficient manner.

Based on our assessments, we may make capital improvements to modernize certain units, move manufacturing or distribution capabilities from one plant or facility to another plant or facility, discontinue manufacturing or distributing certain products or close or divest all or part of a manufacturing plant or facility.

We also have shared services agreements at several of our plants and if such agreements are terminated or revised, we would assess and potentially adjust our manufacturing operations.

The closure or divestiture of all or part of a manufacturing plant or facility could result in future charges that could be significant.

As of February 1, 2016, we had 6,963 employees.

We may not be able to successfully integrate the businesses of Albemarle and Rockwood and therefore may not be able to realize the anticipated benefits of the Merger.

Realization of the anticipated benefits in the Merger will depend, in part, on our ability to successfully integrate the businesses and operations of Albemarle and Rockwood.

We will be required to devote significant management attention and resources to integrating business practices, operations and support functions.

Our success after the Merger will also depend in part upon our ability to retain key employees subsequent to the Merger.

The diversion of management’s attention and any delays or difficulties encountered in connection with the integration of the two companies’ operations could have an adverse effect on our business, financial results, financial condition or our stock price.

The integration process may also result in additional and unforeseen expenses.

There can be no assurance that the contemplated synergies anticipated from the Merger will be realized, or maintained if realized.

If the integration is not successful, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected.

There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset the integration and restructuring costs over time.

A downgrade of the ratings on our debt or an increase in interest rates could cause our debt service obligations to increase.

We have used words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” [added: “would,”] “will” and variations of such words and similar expressions to identify such forward-looking statements.

| • | [removed: changes] [added: increases] in the cost of raw materials and energy, and our ability to pass through such increases; |

| • | the ability to successfully execute, operate and integrate acquisitions and [removed: divestitures, including the integration of Rockwood’s operations, and realize anticipated synergies and other benefits;] [added: divestitures;] and |

The following is a discussion and analysis of results of operations for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013.][added: 2014.]

A discussion of consolidated financial condition and sources of additional capital is included under a separate heading “Financial Condition and Liquidity” on page [removed: 48.][added: 49.]

We are a leading global developer, manufacturer and marketer of highly-engineered specialty chemicals that meets customer needs across [removed: a] [added: an exceptionally] diverse range of end markets.

The end markets we serve include [added: the] petroleum refining, consumer electronics, energy storage, construction, automotive, [removed: steel and aerospace,] lubricants, pharmaceuticals, crop protection, [removed: household appliances, heating, ventilation, aluminum finishing,] food safety and custom chemistry services.

We believe our disciplined cost reduction efforts, ongoing productivity improvements [removed: and our recently completed acquisition of Rockwood] position us well to take advantage of strengthening economic conditions as they occur while softening the negative impact of the current challenging global economic environment.

[added: |] 2015 [removed: Highlights][added: | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| • | In the first quarter, we increased our quarterly dividend for the [removed: 21st] [added: 22nd] consecutive year, to [removed: $0.29] [added: $0.305] per share. |

[removed: | • |] On October 15, 2015, [removed: we] [added: our wholly-owned subsidiary, Rockwood Specialties Group, Inc.,] redeemed all of the outstanding 4.625% senior notes [removed: issued by our wholly-owned subsidiary, Rockwood Specialties Group, Inc.,] at a redemption price [removed: of] [added: equal to] 103.469% of the principal amount of [removed: $1.25 billion,] [added: the notes, representing a premium of $43.3 million,] plus accrued and unpaid interest to the redemption date. [removed: The 4.625% senior notes were repaid with proceeds from a new term loan credit facility, comprised of a 364-day term loan facility in an aggregate principal amount of $300 million and a five-year term loan facility in an aggregate principal amount of $950 million. |]

[removed: | • | 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 [removed: includes] [added: included] Albemarle’s Martinswerk GmbH subsidiary and manufacturing facility located in Bergheim, Germany, and Albemarle’s 50% ownership interest in Magnifin Magnesiaprodukte GmbH, a joint-venture with Radex Heraklith Industriebeteiligung AG at Breitenau, Austria. [removed: On February 1, 2016, the Company closed the sale of these businesses and received net proceeds of approximately $187 million. |]

| • | We achieved earnings from continuing operations of [removed: $360.1] [added: $478.6] million during [removed: 2015] [added: 2016] as compared to [removed: $230.4] [added: $327.6] million for [removed: 2014. Our operating results contributed $360.7 million to cash] [added: 2015. Cash] flows from operations in [removed: 2015.] [added: 2016 were $733.4 million.] Earnings from continuing operations for [removed: 2015] [added: 2016] includes pension and other postretirement benefit (“OPEB”) actuarial [removed: gains] [added: losses] of [removed: $27.8] [added: $18.3] million after income taxes, compared to pension and OPEB actuarial [removed: losses] [added: gains] of [removed: $83.3] [added: $21.4] million after income taxes in [removed: 2014.] [added: 2015.] |

[removed: On October 26, 2015, we announced that effective] [added: | • | Effective] January 1, 2016, [added: our former] Performance Chemicals [removed: will be] [added: reportable segment was] split into two separate reportable segments: (1) [removed: Bromine Specialties, and (2)] Lithium and Advanced [removed: Materials, which will include Performance Catalyst Solutions] [added: Materials] and [removed: Curatives.][added: (2) Bromine Specialties. This split did not affect the existing Refining Solutions reportable segment. |]

The current global business environment presents a diverse set of opportunities and challenges in the markets we serve, from slow and uneven global growth, currency exchange volatility, significantly [removed: lower] [added: low] crude oil prices, a dynamic pricing environment in bromine derivatives and an ever-changing landscape in electronics, to the continuous need for cutting edge catalysts and technology by our refinery customers, diverse energy storage needs including exciting opportunities in electric vehicles, and increasingly stringent environmental standards.

Amidst these dynamics, we believe our business fundamentals are sound and that we are strategically well-positioned as we remain focused on increasing sales volumes, significant [removed: deleveraging following our acquisition of Rockwood,] [added: deleveraging,] optimizing and improving the value of our portfolio through pricing and product development, managing costs and delivering value to our customers.

Additionally, we [removed: are on track to exceed] [added: achieved] our [removed: original expectations] [added: goal] regarding synergies from the acquisition of the Rockwood [removed: businesses earlier in the year.][added: businesses.]

[removed: For] Lithium and Advanced [removed: Materials, we] [added: Materials: We] expect continued strong growth in [removed: 2016] [added: 2017,] led by demand in [removed: battery grade] [added: battery-grade] applications and continued price improvement in Lithium.

[removed: We believe that the] [added: The] combination of solid, long-term business fundamentals, with our strong cost position, product innovations and effective management of raw material [removed: inventory inflation] [added: costs] will enable us to manage our business through end market challenges and to capitalize on opportunities that are expected with favorable market trends in select end [removed: markets and with a more evenly sustained economic recovery.][added: markets.]

On a [removed: long-term basis for Bromine,] [added: longer term basis,] we continue to believe that improving global standards of living, widespread digitization, increasing demand for data management capacity and the potential for increasingly stringent fire safety regulations in developing markets are likely to drive continued demand for fire safety products.

[removed: Longer term, absent] [added: Absent] an increase in regulatory pressure on offshore drilling, we would expect this business to [removed: resume] [added: follow] a [removed: solid] [added: long-term] growth trajectory once oil prices recover from recent levels as we expect that deep water drilling will continue to increase around the world.

We believe the global supply/demand gap [removed: will] [added: could] tighten as demand for existing and possible new uses of bromine expands over time.

On a [removed: long-term basis for Lithium and Advanced Materials,] [added: longer term basis,] we believe that demand for lithium will continue to grow as new applications for lithium power continue to be developed and the use of [removed: Plug-in Hybrid Electric Vehicles] [added: plug-in hybrid electric vehicles] and [removed: Battery Electric Vehicles] [added: battery electric vehicles] escalates.

In addition, we expect growth in [removed: Performance Catalyst Solutions to come] [added: PCS] from growing global demand for plastics driven by rising standards of living and infrastructure spending, particularly in Asia and the Middle East.

On a longer term basis, we believe increased global demand for transportation fuels [added: from a growing population] and [added: increasing mobility and the] implementation of more stringent fuel quality requirements will drive growth in our Refining Solutions business.

Delivering superior end-use performance continues to be the most effective way to create sustainable value in the refinery catalysts industry, and we believe our technologies continue to provide significant performance and financial benefits to refiners challenged to meet tighter regulations around the world, those managing new contaminants present in North America tight oil, and those in the Middle [added: East and Asia seeking to use heavier feedstock while pushing for higher propylene yields.]

[removed: While lower oil prices may impact the overall crude slate for a period of time, longer] [added: Longer] term, we believe that the global crude supply will get heavier and more sour, [removed: trends] [added: a trend] that [removed: bode] [added: bodes] well for [added: our] catalysts [removed: demand.][added: portfolio.]

[removed: Given this] [added: With superior technology] and [removed: based on our technology, current] production [removed: capacities] [added: capacities,] and expected growth in end market demand, we believe that [removed: we remain] [added: Refining Solutions remains] well-positioned for the future.

[removed: We] [added: On January 4, 2016, we] closed [removed: on] the sale of the metal sulfides business [removed: on January 4, 2016] and [added: on February 1, 2016,] we closed [removed: on] the sale of the minerals-based flame retardants and specialty chemicals [removed: business on February 1, 2016.][added: business.]

Corporate: In the first quarter of [removed: 2016,] [added: 2017,] we increased our quarterly dividend rate to [removed: $0.305] [added: $0.32] per share.

We expect our global effective tax rate for [removed: 2016] [added: 2017] to be approximately [removed: 23.0%;] [added: 22.0%;] however, our rate will vary based on the locales in which income is actually earned and remains subject to potential volatility from changing legislation in the [removed: U.S.] [added: United States] and other tax jurisdictions.

Results for the year ended December 31, [removed: 2015] [added: 2016] include an actuarial [removed: gain] [added: loss] of [removed: $38.9] [added: $26.7] million [removed: ($27.8] [added: ($18.3] million after income taxes), as compared to a [removed: loss] [added: gain] of [removed: $130.8] [added: $30.1] million [removed: ($83.3] [added: ($21.4] million after income taxes) [added: from continuing operations] for the year ended December 31, [removed: 2014.][added: 2015.]

| | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2015] [added: 2016] vs. [removed: 2014] [added: 2015] | | | [removed: 2014] [added: 2015] vs. [removed: 2013] [added: 2014] | |

| GROSS PROFIT MARGIN | [removed: 32.8] [added: 36.3] | | % | | [removed: 31.5] [added: 30.4] | | % | | [removed: 35.5] [added: 31.5] | | % | | | | | | |

| Selling, general and administrative expenses | [removed: 512,274] [added: 380,464] | | | | [removed: 355,135] [added: 300,440] | | | | [removed: 158,189] [added: 355,135] | | | | [removed: 44] [added: 27] | % | | [removed: 125] [added: (15] | [removed: %] [added: )%] |

| Research and development expenses | [removed: 102,871] [added: 80,475] | | | | [removed: 88,310] [added: 89,187] | | | | [removed: 82,246] [added: 88,310] | | | | [removed: 16] [added: (10] | [removed: %] [added: )%] | | [removed: 7] [added: 1] | % |

| Restructuring and other, net | [removed: (6,804] [added: —] | | [removed: )] | | [removed: 25,947] [added: (6,804] | | [added: )] | | [removed: 33,361] [added: 25,947] | | | | [removed: (126] [added: (100] | )% | | [removed: (22] [added: (126] | )% |

| Acquisition and integration related [removed: costs] [added: costs(b)] | [removed: 146,096] [added: —] | | | | [removed: 30,158] [added: —] | | | | — | | | | [removed: 384] [added: —] | [removed: %] | | [removed: *] | [added: —] | [added: | | | 57,384 | | | | 57,384 | | |]

| OPERATING PROFIT MARGIN | [removed: 12.1] [added: 21.5] | | % | | [removed: 11.1] [added: 12.2] | | % | | [removed: 24.1] [added: 11.1] | | % | | | | | | |

| Interest and financing expenses | [removed: (132,722] [added: —] | | [removed: )] | | [removed: (41,358] [added: —] | | [removed: )] | | [removed: (31,559] [added: —] | | [removed: )] | | [removed: 221] [added: —] | [removed: %] | | [removed: 31] | [removed: %] [added: —] | [added: | | | 41,358 | | | | 41,358 | | |]

2016 Highlights

| • | On January 4, 2016, we closed the sale of the metal sulfides business for cash proceeds of approximately $137 million and recorded a gain of $11.5 million before income taxes in 2016 related to the sale. |

| • | On February 1, 2016, we closed the sale of the minerals-based flame retardants and specialty chemicals business for cash proceeds of approximately $187 million and recorded a gain of $112.3 million before income taxes in 2016 related to the sale. |

| • | We were granted approval by the Environmental Assessment Commission of the Antofagasta Region to increase our currently authorized lithium brine extraction rate at the Company's facility in the Salar de Atacama, Chile. |

| • | We amended our lithium production rights agreement with the Chilean Economic Development Agency (“CORFO”) to provide us with sufficient lithium to support the production of technical and battery grade lithium carbonate and lithium chloride over a 27-year period at our expanding battery grade manufacturing facilities in La Negra, Antofagasta. |

| • | We announced that we are discontinuing production of hexabromocyclododecane (“HBCD”)-based flame retardants to focus on supplying GreenCrest® polymeric fire safety solutions, a sustainable alternative to HBCD. |

| • | We relocated our corporate and principle executive headquarters from Baton Rouge, LA to Charlotte, NC. |

| • | We entered an agreement with Bolland Minera S.A., for the exclusive exploration and acquisition rights to a lithium resource in Antofalla, within the Catamarca Province of Argentina. |

| • | We announced that Tianqi Lithium Corporation (“Tianqi”) gave notice of its decision to exercise an option to acquire a 20% indirect ownership interest in Rockwood Lithium GmbH, a wholly-owned German subsidiary of Albemarle, and its subsidiaries. In February 2017, we announced that Albemarle and Tianqi terminated the option agreement, and as a result we will retain 100% of the ownership interest in Rockwood Lithium GmbH. |

| • | On December 14, 2016, we completed the sale of the Chemetall Surface Treatment business to BASF SE for cash proceeds of approximately $3.1 billion, net of purchase price adjustments, and recorded an after-tax gain of $135.0 million in 2016 related to the sale. |

| • | We repaid the $1.25 billion September 2015 Term Loan Agreement in full, primarily with proceeds from the sales of the Chemetall Surface Treatment business, the metal sulfides business and the minerals-based flame retardants and specialty chemicals business. |

| • | On December 31, 2016, we completed the acquisition of the lithium hydroxide and lithium carbonate conversion business of Jiangxi Jiangli New Materials Science and Technology Co. Ltd. for a purchase price of approximately $145 million. |

On December 14, 2016, we completed the sale of the Chemetall Surface Treatment business to BASF SE for cash proceeds of approximately $3.1 billion, net of purchase price adjustments.

A portion of the proceeds have been used to reduce leverage, while the remaining proceeds are expected to be used to invest in growth of the remaining businesses and to return capital to shareholders.

PCS experienced weaker profitability in 2016 due to weakness in the curatives market and the bankruptcy filing of one of our customers which resulted in a $10 million impact to Income from continuing operations before income taxes and adjusted EBITDA during the year.

While we expect further negative impacts from the bankruptcy filing in 2017, we expect PCS profitability to stabilize in 2017 due to productivity gains and increased volumes due to market demand, offset slightly by unfavorable pricing due to excess supply.

Bromine Specialties: The Bromine Specialties business had a solid 2016, with the lack of the methyl bromide product net sales more than offset by volume growth in fire safety and other derivatives, as well as lower variable costs.

We expect to see relatively flat growth on net sales and profitability in 2017.

With sustained low oil prices, we expect stable, albeit low, drilling completion fluid demand throughout the year.

While it is possible oil prices could rebound some in 2017, the short-term impact will be to raw material cost.

Offshore well completions lag oil pricing, which would likely extend beyond 2017.

We are expecting relatively stable fire safety and other derivative net sales and profits in 2017.

Refining Solutions: Following the downturn in 2015 (primarily caused by cash preservation measures from oil companies, triggered by oil price volatility), in 2016 we saw a significant increase in the number of “Hydro treating unit” catalyst change-outs and related catalyst demand.

In addition to catalyst demand increase, we also saw a marked improvement in catalyst product mix year over year.

Despite ongoing uncertainty of oil prices and the ensuing impact on crude slates used by refiners and resulting demand for catalysts, we expect sustained performance in our clean fuels technology business driven by refining change-outs and balanced product mix.

We also expect solid performance from our heavy oil upgrading division despite a number of scheduled maintenance shutdowns and plant turnarounds at refiners, which could dampen heavy oil upgrading demand in 2017.

We also anticipate headwinds from rising raw material costs in 2017 following historically low prices in 2016.

All Other: During the first quarter of 2016, we closed the previously announced sales of the metal sulfides business and the minerals-based flame retardants and specialty chemicals business.

The cash generated from the sale of these businesses was used to reduce borrowings outstanding under the September 2015 Term Loan Agreement.

In April 2016, we concluded that we would suspend efforts to sell the fine chemistry services business.

This business will continue to be reported outside the Company’s reportable segments.

We expect the next few years to be a challenging for fine chemistry services due to a challenging agriculture industry environment, as well as customer order timing in pharmaceuticals.

| NET SALES | $ | 2,677,203 | | | $ | 2,826,429 | | | $ | 2,445,548 | | | (5 | )% | | 16 | % |

| Cost of goods sold | 1,706,627 | | | | 1,966,196 | | | | 1,674,700 | | | | (13 | )% | | 17 | % |

| GROSS PROFIT | 970,576 | | | | 860,233 | | | | 770,848 | | | | 13 | % | | 12 | % |

| Gain on sales of businesses, net | (122,298 | | ) | | — | | | | — | | | | * | | | — | % |

| Acquisition and integration related costs | 57,384 | | | | 132,299 | | | | 30,158 | | | | (57 | )% | | 339 | % |

| OPERATING PROFIT | 574,551 | | | | 345,111 | | | | 271,298 | | | | 66 | % | | 27 | % |

| Discontinued operations | 1.78 | | | | 0.29 | | | | (0.88 | | ) | | * | | | * | |

Comparison of 2016 to 2015

| | |

| --- | --- |

| • | On January 12, 2015, we completed the acquisition of Rockwood for a purchase price of approximately $5.7 billion. |

| • | In connection with the acquisition of Rockwood, we realigned our organizational structure under three reportable segments: Performance Chemicals, Refining Solutions and Chemetall Surface Treatment. |

| • | On February 19, 2015, our Chemetall Surface Treatment segment completed the acquisition of all remaining shares of its Shanghai Chemetall joint venture for a purchase price of $57.6 million. |

| • | We repaid our $325.0 million senior notes which matured on February 1, 2015. |

| • | We announced a new leading-edge catalyst that will further strengthen our position in the hydrocracking pre-treat (“HC-PT”) market. Pilot plant testing of the new HC-PT catalyst is complete and commercial sales have begun. |

| • | On May 1, 2015, our Chemetall Surface Treatment segment completed the acquisition of the aluminum finishing business of Chemal GmbH & Co. KG (“Chemal GmbH”), based in Hamm, Germany. Cash paid in connection with this acquisition was approximately $2.2 million. |

| • | We announced the start of commissioning activities associated with our new, state-of-the-art lithium carbonate production plant located at our La Negra site in northern Chile. We believe the 20,000 MT plant will help enable the Company to meet the accelerating demand for lithium. |

| • | We announced our intent to transfer the production of n-Butyllithium from our facility in New Johnsonville, Tennessee, to existing plants in Germany and Taiwan. The transfer process is expected to be completed in the first quarter of 2016. The New Johnsonville facility will continue to manufacture some specialty lithium products and will support blending operations for customers in North America. |

| • | We announced that we will relocate our corporate headquarters and Performance Chemicals business from Baton Rouge, LA to Charlotte, NC. In addition, we will relocate Baton Rouge employees in our Refining Solutions business to our existing Clear Lake, TX office. Approximately 120 employees will be relocated to Charlotte or Clear Lake, with the majority of the relocations expected to take place in June 2016. |

| • | We announced our intention to add up to 50,000 MT of mineral conversion production capacity to significantly boost battery grade lithium production to meet the growing needs of the energy storage market, in particular for customers in the global transportation industry utilizing lithium ion battery technology. Albemarle has commenced feasibility studies and is evaluating potential sites. The plant is expected to be operational in 2020. |

| • | We announced the first commercial application of our AlkyStarTM catalyst technology in Shandong, China. Our zeolite-based AlkyStarTM catalyst successfully produced high-quality alkylate after start-up of the world’s first solid acid catalyst alkylation unit. |

| • | On November 5, 2015, we signed a definitive agreement to sell our Tribotecc metal sulfides business to Treibacher Industrie AG. On January 4, 2016, the Company closed the sale of this business. Included in the transaction were sites in Vienna and Arnoldstein, Austria, and Tribotecc’s proprietary sulfide syntheses process. We received net proceeds of approximately $137 million in the first quarter of 2016 from the sale of this business. |

| • | 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. |

Each unit will have a dedicated team of sales, product management, research & development, process technology, manufacturing, sourcing, sales and operations planning and customer service groups and will have full accountability for improving execution through greater asset and market focus, agility and responsiveness.

We expect this change to provide further clarity into the performance of each business.

Through 2015, our operations were managed and reported under three reportable segments: Performance Chemicals, Refining Solutions and Chemetall Surface Treatment.

Financial results and discussion about our segments included in this Annual Report on Form 10-K are organized according to these categories except where noted.

Performance Chemicals: We expect 2016 to be a challenging year for Bromine sales and profitability growth due to an expected decline in demand of clear brine fluids used in offshore drilling projects as well as the expiration of a methyl bromide supply agreement at the end of 2015 that was not replaced.

Through working capital discipline and strong controls on costs, we expect to generate healthy cash flows in the Bromine business despite these challenges.

Performance Catalyst Solutions experienced strong growth in 2015 due market demand in general and due to certain competitor outages, and we expect to maintain a similar level of profitability in 2016.

Demand for drilling completion fluids in 2015 held up better than expected, but is likely to still be impacted negatively in the short term as a result of sustained lower oil prices impacting offshore drilling projects around the world.

Refining Solutions: 2015 net sales were down 14% and Adjusted EBITDA was down 23% due largely to declines in clean fuels technology sales volumes slightly offset by solid growth in heavy oil upgrading volumes.

In 2016, despite some near-term concerns about how the price of oil will impact the crude slate used by refineries and the resulting demand for catalysts, we expect to see continued, sustained high level performance from heavy oil upgrading as well as improvement in clean fuels technology results due to increased change outs by refiners and an improved product mix, although certain national oil companies, among others, are expected to look for ways to delay catalysts change outs due to the current oil economic environment.

East and Asia seeking to use heavier feedstock while pushing for higher propylene yields.

Chemetall Surface Treatment: Demand for surface treatment products generally follows the activity levels of metal processing manufacturers, including the automotive, steel and aerospace industries, as well as products sold to general industrial markets, including heavy equipment, household appliances, manufacturing, heating, ventilation and aluminum finishing.

We believe that our strong customer relationships, service, and our geographic and end market diversity coupled with the growth coming from recently completed acquisitions, will lead to continued growth for 2016.

On a longer term basis, we expect to continue to generate growth from our focus on new product development, improving process technologies, expanding our customer base, and broadening our technology capabilities in existing and new markets through internal research and development and bolt-on acquisitions.

All Other: In 2015, we announced our intention to pursue strategic alternatives for several businesses: minerals-based flame retardants and specialty chemicals, fine chemistry services and metal sulfides, which together comprise the “All Other” category.

| NET SALES | $ | 3,651,335 | | | $ | 2,445,548 | | | $ | 2,394,270 | | | 49 | % | | 2 | % |

| Cost of goods sold | 2,454,463 | | | | 1,674,700 | | | | 1,543,799 | | | | 47 | % | | 8 | % |

| GROSS PROFIT | 1,196,872 | | | | 770,848 | | | | 850,471 | | | | 55 | % | | (9 | )% |

| OPERATING PROFIT | 442,435 | | | | 271,298 | | | | 576,675 | | | | 63 | % | | (53 | )% |

| (a) | Estimated costs of approximately $20.5 million ($13.6 million after income taxes) in connection with action we initiated to reduce the high cost supply capacity of certain aluminum alkyl products, primarily through the termination of a third party manufacturing contract. |

| (b) | 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) | Other net charges of $2.4 million ($1.4 million after income taxes), mainly in connection with a write-off of certain multi-product facility project costs that we do not expect to recover in future periods. |

During the first quarter we announced our intention to pursue strategic alternatives for several businesses - mineral flame retardants, fine chemistry services and metal sulfides, which together comprise the “All Other” category.

| Performance Chemicals | | $ | 1,610,319 | | | 44.1 | % | | $ | 1,121,645 | | | 45.9 | % | | 44 | % |

| Chemetall Surface Treatment | | 824,906 | | | | 22.6 | % | | — | | | | — | % | | * | |

The primary currencies to which we have foreign currency exchange rate exposure are the [removed: European Union] Euro, Japanese Yen, [removed: Singapore Dollar,] Chinese Renminbi, [added: South Korean Won,] Australian [removed: Dollar, Chilean Peso] [added: Dollar] and [removed: the British Pound Sterling.][added: Chilean Peso.]

At December 31, [removed: 2015,] [added: 2016,] our financial instruments [removed: which are] subject to foreign currency exchange risk [removed: consist] [added: consisted] of foreign currency forward contracts with an aggregate notional value of [removed: $217.7] [added: $251.6] million and with a fair value representing a net liability position of [removed: $0.3] [added: $0.2] million.

We conducted a sensitivity analysis on the fair value of our foreign currency hedge portfolio assuming an instantaneous 10% change in select foreign currency exchange rates from their levels as of December 31, [removed: 2015,] [added: 2016,] with all other variables held constant.

A 10% appreciation of the U.S. Dollar against foreign currencies that we hedge would result in a decrease of approximately [removed: $0.2] [added: $7.9] million in the fair value of our foreign currency forward contracts.

A 10% depreciation of the U.S. Dollar against these foreign currencies would result in an increase of approximately [removed: $19.2] [added: $6.0] million in the fair value of our foreign currency forward contracts.

The sensitivity of the fair value of our foreign currency hedge portfolio represents changes in fair values estimated based on market conditions as of December 31, [removed: 2015,] [added: 2016,] without reflecting the effects of underlying anticipated transactions.

We had variable interest rate borrowings of [added: $286.4 million and] $1.7 billion [removed: and $392.3 million] outstanding at December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] respectively.

These borrowings represented [removed: 44%] [added: 11%] and [removed: 13%] [added: 44%] of total outstanding debt and bore average interest rates of [removed: 1.51%] [added: 1.35%] and [removed: 0.82%] [added: 1.51%] at December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] respectively.

A hypothetical 10% increase (approximately [removed: 15] [added: 13] basis points) in the average interest rate applicable to these borrowings would change our annualized interest expense by approximately [removed: $2.6] [added: $0.4] million as of December 31, [removed: 2015.][added: 2016.]

Historically, we have not used futures, options or swap contracts to manage the volatility [added: related to the above exposures.]

In January 2017, we repaid €307.0 million of these senior notes using proceeds from the sale of the Chemetall Surface Treatment business.

This repayment did not impair the designated hedge of our net investment in foreign subsidiaries where the Euro serves as the functional currency.

related to the above exposures.

Unless the context otherwise indicates, the terms “Albemarle,” “we,” “us,” “our” or “the Company” mean Albemarle Corporation and [removed: our] [added: its] consolidated subsidiaries.

On January 12, 2015 (the “Acquisition Closing Date”), we completed the acquisition (the “Merger”) of Rockwood [removed: Holdings, Inc. (“Rockwood”)] pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) for a purchase price of approximately $5.7 billion.

For additional information about the Merger, see “Recent Acquisitions, Joint Ventures and Divestitures” beginning on page [removed: 10,] [added: 9,] and also Note 2, “Acquisitions,” to our consolidated financial statements included in Part II, Item 8 of this report.

We are a leading global developer, manufacturer and marketer of highly-engineered specialty chemicals that [removed: meets] [added: meet] customer needs across a diverse range of end markets.

The end markets we serve include petroleum refining, consumer electronics, energy storage, construction, automotive, [removed: steel and aerospace,] lubricants, pharmaceuticals, crop protection, [removed: household appliances, heating, ventilation, aluminum finishing,] food safety and custom chemistry services.

We and our joint ventures currently operate [removed: 51] [added: 31] production and research and development (“R&D”) facilities, as well as a number of administrative and sales offices, [removed: in North and South America, Europe,] [added: around] the [removed: Middle East, Asia, Africa and Australia.][added: world.]

As of December 31, [removed: 2015,] [added: 2016,] we served approximately [removed: 30,000] [added: 3,000] customers in approximately 100 countries.

During [removed: 2015, our operations were] [added: 2016, we] managed and reported [added: our operations] under three reportable segments: [removed: Performance Chemicals, Refining Solutions] [added: Lithium] and [removed: Chemetall® Surface Treatment.][added: Advanced Materials, Bromine Specialties and Refining Solutions.]

Each [removed: unit will have] [added: segment has] a dedicated team of sales, [removed: product management,] research [removed: &] [added: and] development, process [removed: technology, manufacturing, sourcing, sales] [added: engineering, manufacturing] and [removed: operations planning] [added: sourcing,] and [removed: customer service groups] [added: business strategy personnel] and [removed: will have] [added: has] full accountability for improving execution through greater asset and market focus, agility and responsiveness.

As of December 31, [removed: 2015,] [added: 2016,] our [removed: Performance Chemicals] [added: Lithium and Advanced Materials] segment consisted of [removed: three] [added: two] product categories: [removed: Lithium,] [added: Lithium and] Performance Catalyst [removed: Solutions, and Bromine.][added: Solutions.]

[removed: We believe that our] [added: Our] Lithium business is a low-cost producer of [added: one of] the most diverse product [removed: portfolio] [added: portfolios] of lithium derivatives in the industry.

We also offer our customers recycling services for [removed: lithium containing] [added: lithium-containing] by-products resulting from synthesis with organolithium products, lithium metal and other reagents.

Our most significant customers include Panasonic Corporation, [removed: Syngenta AG,] Umicore S.A., [added: Binova International Co. Ltd.,] Samsung SDI Co. Ltd. and [removed: Royal DSM N.V.][added: Corning Inc., among others.]

We [removed: believe that we] are a leading global provider of lithium compounds.

Competition in [removed: this part of] the [removed: business] [added: global lithium market] is based on product quality, [added: product diversity,] reliability of supply and customer service.

As of December 31, [removed: 2015,] [added: 2016,] the remaining amount of lithium we were permitted to sell under the contract equaled approximately 115,000 metric tons of total lithium.

In February [removed: 2016] [added: 2016,] we announced that we were granted approval by the Environmental Assessment Commission of the Antofagasta Region to increase our currently authorized lithium brine removal rate in the Salar de Atacama.

Our mineral rights in Silver Peak, Nevada consist [removed: exclusively] of our right to access lithium brine pursuant to [added: our permitted and certificated senior water rights,] a settlement agreement with the U.S. government, originally entered into in June [removed: 1991 by one of] [added: 1991, and] our [removed: predecessors.][added: patented and unpatented land claims.]

Pursuant to [removed: this] [added: the 1991] agreement, [added: our water rights and our land claims,] we have rights to all [removed: of the] lithium that we can remove [removed: economically.][added: economically from the Clayton Valley Basin in Nevada.]

We [removed: or our predecessors] have been operating at the Silver Peak site since 1966.

The remaining acres are owned by the U.S. government from whom we lease the land pursuant to [removed: a] [added: an unpatented land claim and] lease agreement which is renewed annually.

Based on our [removed: 2015] [added: 2016] production levels, we believe that the amount of lithium brine we can economically obtain from our Silver Peak, Nevada site pursuant to our [removed: contract with the U.S. government] [added: rights] could support the current levels of lithium carbonate production for approximately 20 years.

Talison, through its wholly-owned subsidiaries, owns and operates a lithium mine in Greenbushes, Western Australia and mines lithium ore, which is then milled and processed to separate lithium [removed: concentrate from the rest of the ore.]

Talison has a leading position in two categories of lithium concentrates: (i) technical-grade lithium concentrates which have low iron content for use in the manufacture of glass, ceramics and heat-proof cookware; and (ii) a high-yielding chemical-grade lithium concentrate, [added: used to produce lithium chemicals which form the basis for the manufacture of lithium-ion batteries for laptop computers, mobile phones, electric bicycles and electric vehicles.]

Our major competitors in the PCS market include AkzoNobel, Chemtura Corporation and W.R. Grace & Co. in the polyolefin [removed: catalyts] [added: catalysts] and co-catalysts areas.

[removed: Some of the end] [added: End] market products that benefit from our fire safety technology include plastic enclosures for consumer electronics, printed circuit boards, wire and [removed: cable,] [added: cable products,] electrical connectors, textiles and foam insulation.

Our [removed: bromine based] [added: bromine-based] business also includes specialty chemicals products such as elemental bromine, alkyl bromides, inorganic bromides, brominated powdered activated carbon and a number of bromine fine chemicals.

[removed: Our] [added: These specialty] products are used in chemical synthesis, oil and gas well drilling and completion fluids, mercury control, water purification, beef and poultry processing and various other industrial applications.

Sales of bromine and brominated derivatives in Asia are expected to grow long-term due [added: primarily] to the underlying growth in consumer [removed: demand and the shift of the production of consumer electronics from the U.S. and Europe to Asia.][added: demand.]

Our bromine business serves the [removed: following geographic markets:] [added: markets in] the Americas, Asia, Europe and the Middle East, each of which is highly competitive.

We offer a wide range of HPC products and [removed: approximately 60 different] [added: provide customized] FCC [removed: catalysts and additives products] [added: catalyst systems] to our customers.

Our Refining Solutions segment customers include multinational corporations such as ExxonMobil Corporation, Chevron Corporation, TOTAL S.A., Saudi Aramco and its joint ventures, and INEOS Group Holdings S.A.; independent petroleum refining companies such as Valero Energy Corporation, SK Energy Holdings, Reliance Industries and Marathon Petroleum; national petroleum refining companies such as Petróleo Brasileiro S.A., Petróleos Mexicanos, [removed: PetroVietnam,] Kuwait National Petroleum Company, Abu Dhabi National Oil Company and Indian Oil Corp.

In [removed: 2015] [added: 2016,] the total number of refineries world wide was reduced from [removed: 643 to] 634 [added: to 615] and we see this trend continuing with smaller refineries shutting down and being replaced by mega refineries, with growth concentrated in the Middle [removed: East.][added: East and Asia.]

We estimate that there are currently approximately [removed: 500] [added: 565] FCC units being operated globally, each of which requires a constant supply of FCC catalysts.

In addition, we estimate that there are approximately [removed: 3,000] [added: 3,200] HPC units being operated globally, or a capacity of approximately [removed: 44] [added: 45] million barrels per day, each of which typically requires replacement HPC catalysts once every one to four years.

[removed: Our] [added: The] Chemetall Surface Treatment [removed: segment operates under the Chemetall® brand name and] [added: business] is a leading global supplier of applied surface treatments and services for metal, plastic and glass substrates in a wide range of industries and end markets.

Complementing this program are regional Albemarle sales personnel around the world who serve numerous additional customers [removed: within North America, Europe,] [added: around] the [removed: Middle East, India, Asia Pacific, Russia, Africa and Latin America.][added: world.]

[removed: As of December 31, 2015, the] [added: The] focus of research in [removed: Performance Chemicals] [added: Bromine Specialties] is divided among new and improved flame [removed: retardants,] [added: retardants and] new uses for bromine and bromine-based [removed: products, curing agents and the development of efficient processes for the manufacture of chemical intermediates and actives for the pharmaceutical and agrichemical industries.][added: products.]

[removed: Curatives] [added: PCS] research [removed: is] [added: efforts are] focused [removed: primarily] on [added: catalyst performance,] improving and extending our line of curing agents and [removed: formulations.][added: formulations, as well as process improvements.]

The objective of the Lithium research and development effort [removed: is] [added: was] to develop innovative chemistries and technologies with applications relevant within targeted key markets.

Our principal executive offices are located at 4350 Congress Street, Suite 700, Charlotte, North Carolina 28209.

On December 14, 2016, we completed the sale of the Chemetall® Surface Treatment business to BASF SE for cash proceeds of approximately $3.1 billion, net of purchase price adjustments.

The Chemetall Surface Treatment business was acquired on January 12, 2015 as part of the acquisition of Rockwood Holdings, Inc. (“Rockwood”).

For additional information, see “Recent Acquisitions, Joint Ventures and Divestitures” beginning on page 9, and also Note 3, “Divestitures,” to our consolidated financial statements included in Part II, Item 8 of this report.

Lithium and Advanced Materials Segment

In addition, we have entered an agreement with Bolland Minera S.A. for the exclusive exploration and acquisition rights to a lithium resource in Antofalla, within the Catamarca Province of Argentina.

If necessary, we can also obtain lithium from other sources.

In December 2016, we also announced that we amended our lithium production rights agreement with the Chilean Economic Development Agency (“CORFO”) to both extend the term of that agreement and increase our authorized lithium quota at our facility in the Salar de Atacama, Chile.

The amended agreement provides us with sufficient lithium to produce over 80,000 metric tons annually of technical and battery grade lithium salts over the next 27 years at our expanding battery grade manufacturing facilities in La Negra, Antofagasta.

concentrate from the rest of the ore.

The ore is processed into battery-grade lithium carbonate and lithium hydroxide at our Jiangxi and Sichuan, China facilities, which were recently acquired from Jiangxi Jiangli New Materials Science and Technology Co. Ltd. Talison currently sells the lithium concentrate to its shareholders.

Bromine Specialties Segment

Oil refining has again increased moderately compared to the previous year.

Additionally, substances of high concern, as defined under REACH, are subject to an authorization process.

In June 2016, modifications to the Toxic Substances Control Act (“TSCA”) in the U.S. were signed into law, requiring chemicals to be assessed against a risk-based safety standard and for the elimination of unreasonable risks identified during risk evaluation.

Other pending initiatives potentially will require toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used or produced by us.

These initiatives include the Voluntary Children's Chemical Evaluation Program, and High Production Volume Chemical Initiative in the U.S., as well as new initiatives in Asia and other regions.

These assessments may result in heightened concerns about the chemicals involved and additional requirements being placed on the production, handling, labeling or use of the subject chemicals.

Such concerns and additional requirements could also increase the cost incurred by our customers to use our chemical products and otherwise limit the use of these products, which could lead to a decrease in demand for these products.

for the disposal of the hazardous substances at the affected property, as well as entities that currently own or operate such property.

In addition, we have pursued opportunities to divest businesses which do not fit our high priority business growth profile.

On December 14, 2016, we completed the sale of the Chemetall Surface Treatment business to BASF SE for cash proceeds of approximately $3.1 billion, net of purchase price adjustments.

The Chemetall Surface Treatment business was acquired on January 12, 2015 as part of the acquisition of Rockwood.

This sale reflects our commitment to investing in future growth of our high priority businesses, reducing leverage and returning capital to shareholders.

On December 31, 2016, we completed the acquisition of the lithium hydroxide and lithium carbonate conversion assets of Jiangxi Jiangli New Materials Science and Technology Co. Ltd. for a purchase price of approximately $145 million.

This includes manufacturing assets and supporting business functions located in both Jiangxi and Sichuan, China focused on the production of battery-grade lithium carbonate and lithium hydroxide.

We believe this acquisition will enable us to supply premium lithium salts to an expanded global customer base while solidifying our leading position in the lithium industry.

The ownership interests of each of these acquisitions were transferred to BASF SE in the sale of the Chemetall Surface Treatment business on December 14, 2016.

In April 2016, the Company concluded that it would discontinue efforts to sell the fine chemistry services business.

As of December 31, 2016, we had approximately 5,000 employees, including employees of our consolidated joint ventures, of whom 2,700, or 54%, are employed in the U.S. and Latin America; 1,350, or 27%, are employed in Europe; 600, or 12%, are employed in Asia and 350, or 7%, are employed in the Middle East.

Our principal executive offices are located at 451 Florida Street, Baton Rouge, Louisiana 70801.

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 Lithium, Performance Catalyst Solutions and Curatives.

We expect this change to provide further clarity into the performance of each business.

Performance Chemicals Segment

Competition in this part of the business is based on product quality and product diversity.

In February 2016, we also announced that we entered into a Memorandum of Understanding with the Chilean government that provides sufficient lithium to support the production of 70,000 metric tons annually of technical and battery grade lithium carbonate and 6,000 metric tons annually of lithium chloride in La Negra, over a 27-year period, beginning January 1, 2017.

Talison currently sells the lithium concentrate to its shareholders.

which is used to produce lithium chemicals which form the basis for manufacture of lithium-ion batteries for laptop computers, mobile phones, electric bicycles and electric vehicles.

These raw materials may nevertheless be subject to significant volatility despite our mitigating efforts.

Our profitability may be affected if we are unable to recover significant raw material costs from our customers.

Bromine.

Bromine—Customers

Bromine—Competition

Bromine—Raw Materials and Significant Supply Contracts

Oil refining has once again increased after minor declines in the last two years.

Chemetall Surface Treatment Segment

Chemetall Surface Treatment’s products are used for a variety of applications and serve the automotive, aerospace, aluminum finishing, coil, cold forming, glass and general industrial markets, including metal fabrication.

We also provide process control and on-site support at our customers’ facilities with local representation worldwide.

Our systems are designed to ensure that the final requirements of our customers’ treated products are met in terms of proper surface treatment prior to painting, corrosion protection and preservation of mechanical properties.

Chemetall Surface Treatment competes in markets characterized by proprietary manufacturing technologies and know-how, demanding product-handling requirements, rigorous product quality and performance specifications, all accompanied by longstanding customer relationships.

In order to remain competitive, we are focused on developing innovative products, improving process technologies, expanding our customer base, and broadening our technology capabilities in existing and new markets through internal research and development and bolt-on acquisitions.

Chemetall Surface Treatment serves customers globally in a wide variety of industries with a diverse product portfolio.

Our customer base ranges from local, small and mid-size companies to global, multinational Fortune 500 companies such as Airbus Group, Arcelor Mittal, Caterpillar, Daimler, Ford, Renault-Nissan, Novelis, PSA Peugeot Citroen and Hyundai/KIA, among many others.

We believe we are a global leader in the surface treatment market.

Our global competitors include Henkel, Nihon Parkerizing, PPG Industries and Nippon Paint.

Competition in this market is based primarily on customer service, product innovation and quality, and technological capabilities.

The major raw materials used in our Chemetall Surface Treatment segment include phosphoric acid and phosphates, as well as non-ferrous metals such as zinc and nickel.

The raw materials used in our operations are purchased from various suppliers at prices that we believe are competitive.

We secure our supply of phosphoric acid, which is used in our conversion coating process, through quarterly supply contracts with fixed prices.

Phosphoric acid is produced from phosphate rock, and the majority of global phosphate rock reserves are located in Northern Africa, China, the Middle East, U.S. and Russia.

Even though we do not expect a shortage of phosphate rock and phosphoric acid in the near term, we employ a global procurement strategy to mitigate the risk of supply disruptions.

Non-ferrous metal products are traded on exchanges such as the London Metal Exchange (LME).

We believe that zinc and nickel will be available in sufficient quantities for the foreseeable future.

PCS research efforts are focused on catalyst performance as well as process improvements.

Chemetall Surface Treatment’s research and development activities are focused on the development of products to meet customer demands that are also in accordance with regional environmental requirements.

Our goal is to help solve our customers’ complex manufacturing challenges by developing proprietary formulations utilizing industry knowledge, expertise and a forward-looking team of individuals with manufacturing know-how.

Our commitment to research and development and product portfolio enhancements are an important aspect of our business that characterizes Chemetall as a supplier of choice that creates value for our customers.

Additionally, substances of high concern—such as Carcinogenic, Mutagenic and Reprotoxic (“CMRs”); Persistent,

Bioaccumulative and Toxic (“PBTs”); very Persistent, very Bioaccumulative (“vPvB”); and endocrine disruptors—will be subject to an authorization process.

It is also possible that other developments, such as increasingly strict

[removed: In addition, we] [added: 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 Superfund, products liability, breach of contract liability and premises liability litigation.

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 which was comprised of (i) $50.65 in cash, without interest, and (ii) 0.4803 of a share of Albemarle common stock, 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 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.

| | | |

| --- | --- | --- |

| Albemarle Corporation and Subsidiaries | | |

For the fiscal year ended December 31, [removed: 2015][added: 2016]

Registrant’s telephone number, including area code: [removed: 225-388-8011][added: (980) 299-5700]

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately [removed: $6.2] [added: $8.9] billion based on the reported last sale price of common stock on June 30, [removed: 2015,] [added: 2016,] the last business day of the registrant’s most recently completed second quarter.

Number of shares of common stock outstanding as of February [removed: 17, 2016: 112,250,676][added: 20, 2017: 112,566,316]

Portions of Albemarle Corporation’s definitive Proxy Statement for its [removed: 2016] [added: 2017] Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Parts II and III of this Form 10-K.

Year Ended December 31, [removed: 2015][added: 2016]

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10-K 1 a1231201610-kdocument.htm 10-K

4350 Congress Street, Suite 700

Charlotte, North Carolina 28209

| [PART I](#s32AC759AC6D9A8C0776B0FEF0667379F) | | |

| [PART II](#sC81286AD125F43931A1B0FEF07B3F4AB) | | |

| [PART IV](#s3D166697F5F17C938C010FEF14B9D83D) | | |

| [Item 16.](#s6b81ed435954470683932038ec1e34ae) | [Form 10-K Summary](#s6b81ed435954470683932038ec1e34ae) | [121](#s6b81ed435954470683932038ec1e34ae) |

| | [Signatures](#sCBF903377DE5985E11AA0FEF1512AAC3) | [122](#sCBF903377DE5985E11AA0FEF1512AAC3) |

| | | |

10-K 1 a1231201510-kdocument.htm 10-K

451 Florida Street

Baton Rouge, Louisiana 70801

| [PART I](#s2406CE24AFF55252AA001951811340E2) | | |

| [PART II](#s3D7A0DE3BEC60ECDC1571951826138BE) | | |

| [PART IV](#s9DD25E1FD8BB60A5D06219518E8E088F) | | |

| | [Signatures](#s64711C026510A757AB2919518EE24A8C) | [123](#s64711C026510A757AB2919518EE24A8C) |

Our principal executive offices in [added: Charlotte, NC, our corporate office in] Baton Rouge, [removed: LA,] [added: LA] and regional shared services offices in Budapest, Hungary and Dalian, China are leased.

During [removed: 2015,] [added: 2016,] the Company’s manufacturing plants operated at approximately [removed: 73%] [added: 71%] capacity in the aggregate.

| Location | | Business Segment [removed: in 2015] | | Principal Use | | Owned/Leased |

| Baton Rouge, Louisiana | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials; Bromine Specialties] | | Research and product development activities, and production of flame retardants, catalysts and additives | | Owned; on leased land |

| Cambridge, U.K. | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials] | | Production of performance catalysts | | Leased |

| Greenbushes, Australia | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials] | | Production of lithium spodumene minerals and lithium concentrate | | Owned by Windfield Holdings Pty Ltd, a joint venture in which we own 49%, and Sichuan Tianqi Lithium Industries [removed: Inc] [added: Inc.] which owns the remaining interest |

| Jubail, Saudi Arabia | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials] | | Manufacturing and marketing of organometallics | | [removed: Owned; Albemarle Netherlands BV and] [added: Owned by] Saudi [added: Organometallic Chemicals Company LLC, a joint venture owned 50% by each of Saudi] Specialty Chemicals Company (a SABIC affiliate) [removed: each owns 50% interest] [added: and us] |

| Kings Mountain, North Carolina | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials] | | Production of technical and battery grade lithium hydroxide | | Owned |

| La Negra, Chile | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials] | | Production of lithium carbonate and lithium chloride | | Owned |

| Langelsheim, Germany | | [removed: Performance Chemicals; Chemetall Surface Treatment] [added: Lithium and Advanced Materials] | | Production of butyllithium, lithium chloride, specialty products, lithium hydrides, cesium, special [removed: metals, as well as surface treatment chemicals for automotive technologies, other pre-treatment technologies and aerospace (sealants)] [added: metals] | | Owned |

| Louvain-la-Neuve, Belgium | | [added: Lithium and Advanced Materials; Bromine Specialties;] Refining Solutions; [removed: Performance Chemicals;] All Other | | Regional offices and research and customer technical service activities | | Owned |

| Magnolia, Arkansas | | [removed: Performance Chemicals] [added: Bromine Specialties] | | Production of flame retardants, bromine, inorganic bromides, agricultural intermediates and tertiary amines | | Owned |

| Mobile, Alabama | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials] | | Production of tin stabilizers | | Owned by PMC Group, Inc. which operates the plant for Stannica LLC, a joint venture [removed: in which we and] [added: owned 50% by each of] PMC Group Inc. [removed: each own a 50% interest] [added: and us] |

| New Johnsonville, Tennessee | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials] | | Production of specialty products | | Owned |

| Pasadena, Texas | | [removed: Performance Chemicals;] [added: Lithium and Advanced Materials;] All Other | | Production of aluminum alkyls, alkenyl succinic anhydride, orthoalkylated anilines, and other specialty chemicals | | Owned |

| Safi, Jordan | | [removed: Performance Chemicals] [added: Bromine Specialties] | | Production of bromine and derivatives and flame retardants | | Owned and leased by JBC, a joint venture owned 50% by each of Arab Potash Company Limited and us |

| Salar de Atacama, Chile | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials] | | Production of lithium brine and potash | | Owned; however ownership will revert to the Chilean government once we have sold all remaining amounts under our contract with the Chilean government pursuant to which we obtain lithium brine in Chile |

| Silver Peak, Nevada | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials] | | Production of [removed: lithium-carbonate] [added: lithium brine and lithium carbonate] | | Owned |

| Taichung, Taiwan | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials] | | Production of butyllithium | | Owned |

| Takaishi City, Osaka, Japan | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials] | | Production of aluminum alkyls | | Owned by Nippon Aluminum Alkys, a joint venture owned 50% by each of Mitsui Chemicals, Inc. and us |

| Twinsburg, Ohio | | [removed: Performance Chemicals] [added: Bromine Specialties] | | Production of bromine-activated carbon | | Leased |

| Yeosu, South Korea | | [removed: Performance Chemicals] [added: Lithium and Advanced Materials] | | Research and product development activities/small scale production of catalysts and catalyst components | | Owned |

| Location | | Business Segment | | Principal Use | | Owned/Leased |

| Meishan, China | | Lithium and Advanced Materials | | Production of lithium carbonate and lithium hydroxide | | Owned |

| Location | | Business Segment | | Principal Use | | Owned/Leased |

| Xinyu, China | | Lithium and Advanced Materials | | Production of lithium carbonate and lithium hydroxide | | Owned |

Effective as of June 2016, our principal executive offices will be located in Charlotte, NC.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Auckland, New Zealand | | Chemetall Surface Treatment | | Production of surface treatment chemicals for general industry, aerospace, and other pre-treatment technologies | | Leased |

| Bayswater North, Australia | | Chemetall Surface Treatment | | Production of surface treatment chemicals for general industry, aerospace, and other pre-treatment technologies | | Owned |

| Blackman Township, Michigan | | Chemetall Surface Treatment | | Production of surface treatment chemicals for general industry, automotive, and other pre-treatment technologies | | Owned |

| Boksburg, South Africa | | Chemetall Surface Treatment | | Production of surface treatment chemicals for automotive and other pre-treatment technologies | | Owned |

| Canovelles, Spain | | Chemetall Surface Treatment | | Production of surface treatment chemicals for automotive and other pre-treatment technologies | | Owned |

| | | |

| --- | --- | --- |

| Albemarle Corporation and Subsidiaries | | |

| Cayirova-Kocaeli, Turkey | | Chemetall Surface Treatment | | Production of surface treatment chemicals for automotive and other pre-treatment technologies | | Owned |

| Changchun, China | | Chemetall Surface Treatment | | Production of surface treatment chemicals for automotive and other pre-treatment technologies | | Leased by Changchun Chemetall Chemicals Company Limited, a joint venture owned 57% by us and 43% by Changchun Yongchan Petro Chemicals Company Limited |

| Chennai, India | | Chemetall Surface Treatment | | Production of surface treatment chemicals for automotive and other pre-treatment technologies | | Owned |

| Chongqing, China | | Chemetall Surface Treatment | | Production of surface treatment chemicals for automotive and other pre-treatment technologies | | Leased by Chongqing Chemetall Surface Treatment Company Limited, a joint venture owned 55% by us and 45% by Zhongtian Environmental Protection (Group) Company Limited |

| El Marqués, Querétaro, Mexico | | Chemetall Surface Treatment | | Production of surface treatment chemicals for aerospace, automotive, other pre-treatment technologies | | Leased |

| Foshan, China | | Chemetall Surface Treatment | | Production of surface treatment chemicals for general industry and automotive | | Leased by Foshan Chemetall Surface Treatment Company, a joint venture owned 57% by us and 43% by Changchun Yongchan Petro Chemicals Company Limited |

| Giussano, Italy | | Chemetall Surface Treatment | | Production of surface treatment chemicals for automotive and other pre-treatment technologies | | Owned |

| Jundiai/São Paulo, Brazil | | Chemetall Surface Treatment | | Production of surface treatment chemicals for automotive and other pre-treatment technologies | | Owned |

| La Mirada, California | | Chemetall Surface Treatment | | Production of surface treatment chemicals for pre-treatment technologies and aerospace | | Leased |

| Mönchengladbach, Germany | | Chemetall Surface Treatment | | Production of surface treatment chemicals for general industry | | Owned |

| Nanjing, China | | Chemetall Surface Treatment | | Production of surface treatment chemicals for automotive and other pre-treatment technologies | | Leased |

| Pune, India | | Chemetall Surface Treatment | | Production of surface treatment chemicals for automotive and other pre-treatment technologies | | Owned |

| Sens, France | | Chemetall Surface Treatment | | Production of surface treatment chemicals for automotive and other pre-treatment technologies | | Owned |

| Shanghai, China | | Chemetall Surface Treatment | | Production of surface treatment chemicals for automotive and other pre-treatment technologies | | Leased |

| Singapore, Singapore | | Chemetall Surface Treatment | | Production of surface treatment chemicals for aerospace and other pre-treatment technologies | | Leased |

| Soissons, France | | Chemetall Surface Treatment | | Production of surface treatment chemicals for aerospace industry | | Owned |

| Willstatt, Germany | | Chemetall Surface Treatment | | Production of surface treatment chemicals for coil coating applications | | Leased |

The names, ages and biographies of our executive officers, as of February [removed: 17, 2016,] [added: 20, 2017,] are set forth below.

The term of office of each officer is until the meeting of the Board of Directors following the next annual shareholders’ meeting (May [removed: 10, 2016).][added: 12, 2017).]

| Luther C. Kissam IV | | [removed: 51] [added: 52] | | [removed: President,] [added: Chairman, President and] Chief Executive Officer [removed: and Director] |

| Matthew K. Juneau | | [removed: 55] [added: 56] | | [removed: Senior] [added: Executive] Vice President, Corporate Strategy and Investor Relations |

| Scott A. Tozier | | [removed: 50] [added: 51] | | [removed: Senior] [added: Executive] Vice President, Chief Financial Officer |

| Donald J. LaBauve, Jr. | | [removed: 49] [added: 50] | | Vice President, Corporate Controller, Chief Accounting Officer |

Kissam IV was elected [added: as Chairman of the Board of Directors in November 2016, first elected] to our Board of Directors effective November 2011, [added: elected] as Chief Executive Officer effective September 2011 and as our President effective May 2013.

Juneau was elected as our [removed: Senior] [added: Executive] Vice [removed: President,] [added: President of] Corporate Strategy and Investor Relations effective May 2015.

Narwold joined us in September of 2010 and currently serves as [removed: Senior] [added: Executive] Vice [removed: President, General Counsel, Corporate] [added: President] and [removed: Government Affairs, Corporate Secretary.][added: Chief Administrative Officer.]

After five years in private practice, she served as Vice President, General Counsel, Human Resources [removed: and Secretary of GrafTech International Ltd., a global graphite and carbon manufacturer and former subsidiary of Union Carbide.]

Tozier was elected as our [removed: Senior] [added: Executive] Vice President and Chief Financial Officer effective January 2011.

| Karen G. Narwold | | 57 | | Executive Vice President, Chief Administrative Officer |

and Secretary of GrafTech International Ltd., a global graphite and carbon manufacturer and former subsidiary of Union Carbide.

| Susan Kelliher | | 49 | | Senior Vice President, Human Resources |

| Karen G. Narwold | | 56 | | Senior Vice President, General Counsel, Corporate and Government Affairs, Corporate Secretary |

Susan Kelliher joined us in March of 2012, as Senior Vice President, Human Resources.

Ms. Kelliher has over twenty years of human resources experience, having most recently served at Hewlett Packard as Vice President, Human Resources—Global Sales and Enterprise Marketing from April 2010 to February 2012, and as Vice President, Human Resources—Imaging and Printing Group from September 2007 to April 2010.

Prior to joining Hewlett Packard, she was the Vice President of Human Resources for Cymer, Inc., the world’s leading supplier of deep ultraviolet illumination sources.

Prior to that, Ms. Kelliher served in various executive and managerial human resources positions at The Home Depot, Inc., Raytheon Company, YUM!

Brands’ Pizza Hut division, beginning her career at Mobil Oil.

There were [removed: 112,219,351] [added: 112,523,790] shares of common stock held by [removed: 2,789] [added: 2,661] shareholders of record as of December 31, [removed: 2015.][added: 2016.]

On February [removed: 26, 2016,] [added: 23, 2017,] we declared a dividend of [removed: $0.305] [added: $0.32] per share of common stock, payable April [removed: 1, 2016.][added: 3, 2017.]

The information required by Item 201(d) of Regulation S-K is contained in our definitive Proxy Statement for our [removed: 2016] [added: 2017] Annual Meeting of Shareholders to be filed with the SEC pursuant to Regulation 14A under the Exchange Act, or the Proxy Statement, and is incorporated herein by reference.

The graph below shows the cumulative total shareholder return assuming the investment of $100 in our common stock on December 31, [removed: 2010] [added: 2011] and the reinvestment of all dividends thereafter.

[removed: The information contained in the graph below is furnished] and therefore not to be considered “filed” with the SEC, and is not incorporated by reference into any document that incorporates this Annual Report on Form 10-K by reference.

[removed: ][added: ]

| 2016 | | | | | | | | | | | |

| First Quarter | $ | 64.33 | | | $ | 45.78 | | | $ | 0.305 | |

| Second Quarter | $ | 84.99 | | | $ | 63.40 | | | $ | 0.305 | |

| Third Quarter | $ | 87.29 | | | $ | 75.11 | | | $ | 0.305 | |

| Fourth Quarter | $ | 92.24 | | | $ | 76.32 | | | $ | 0.305 | |

The information contained in the graph below is furnished

| 2014 | | | | | | | | | | | |

| First Quarter | $ | 67.31 | | | $ | 60.92 | | | $ | 0.275 | |

| Second Quarter | $ | 72.69 | | | $ | 64.55 | | | $ | 0.275 | |

| Third Quarter | $ | 76.28 | | | $ | 58.37 | | | $ | 0.275 | |

| Fourth Quarter | $ | 63.38 | | | $ | 51.35 | | | $ | 0.275 | |

The information for the five years ended December 31, [removed: 2015,] [added: 2016,] is contained in the “Five-Year Summary” included in Part IV, Item 15, Exhibit 99.1 and incorporated herein by reference.

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, [removed: 2015.][added: 2016.]

Based on the assessment, management concluded that, as of December 31, [removed: 2015,] [added: 2016,] 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.

Our [removed: management’s] [added: management's] assessment of internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] excludes [removed: Rockwood Holdings, Inc. (“Rockwood”)] [added: the Jiangxi Jiangli New Materials Science and Technology Co. Ltd. lithium business (or “Jiangxi Jiangli Lithium”)] because it was acquired by the Company in a purchase business combination during [removed: 2015.][added: 2016.]

[removed: Rockwood] [added: Jiangxi Jiangli Lithium] is a wholly-owned subsidiary whose total assets and total [removed: net sales] [added: revenues] represent [removed: 31%] [added: 2%] and [removed: 39%,] [added: 0%,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2015.][added: 2016.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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

| (principal executive [removed: officer and principal financial] officer) |

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, [removed: 2015] [added: 2016] and December 31, [removed: 2014,] [added: 2015,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2015] [added: 2016] 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, [removed: 2015,] [added: 2016,] based on criteria established in Internal Control—Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded [removed: Rockwood Holdings, Inc.] [added: the Jiangxi Jiangli New Materials Science and Technology Co. Ltd. lithium business] (or [removed: “Rockwood”)] [added: “Jiangxi Jiangli Lithium”)] from its assessment of internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] because it was acquired by the Company in a purchase business combination during [removed: 2015.][added: 2016.]

We have also excluded [removed: Rockwood] [added: Jiangxi Jiangli Lithium] from our audit of internal control over financial reporting.

| Year Ended December 31 | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Selling, general and administrative expenses | [removed: 512,274] [added: 380,464] | | | | [removed: 355,135] [added: 300,440] | | | | [removed: 158,189] [added: 355,135] | | |

| Research and development expenses | [removed: 102,871] [added: 80,475] | | | | [removed: 88,310] [added: 89,187] | | | | [removed: 82,246] [added: 88,310] | | |

| Restructuring and other, net | [removed: (6,804] [added: —] | | [removed: )] | | [removed: 25,947] [added: (6,804] | | [added: )] | | [removed: 33,361] [added: 25,947] | | |

| Acquisition and integration related [removed: costs] [added: costs(b)] | [removed: 146,096] [added: —] | | | | [removed: 30,158] [added: —] | | | | — | | | [added: | — | | | | — | | | | 30,158 | | | | 30,158 | | |]

| Interest and financing expenses | [removed: (132,722] [added: —] | | [removed: )] | | [removed: (41,358] [added: —] | | [removed: )] | | [removed: (31,559] [added: —] | | [removed: )] | [added: | — | | | | — | | | | 41,358 | | | | 41,358 | | |]

| Other income (expenses), net | [removed: 48,474] [added: 5,894] | | | | [removed: (16,761] [added: 47,283] | | [removed: )] | | [removed: (6,674] [added: (16,761] | | ) |

| Income from continuing operations before income taxes and equity in net income of unconsolidated investments | [removed: 358,187] [added: 515,264] | | | | [removed: 213,179] [added: 310,744] | | | | [removed: 538,442] [added: 213,179] | | |

| Income tax expense | [removed: 29,122] [added: 96,263] | | | | [removed: 18,484] [added: 11,134] | | | | [removed: 134,445] [added: 18,484] | | |

| Income from continuing operations before equity in net income of unconsolidated investments | [removed: 329,065] [added: 419,001] | | | | [removed: 194,695] [added: 299,610] | | | | [removed: 403,997] [added: 194,695] | | |

| Equity in net income of unconsolidated investments (net of tax) | [removed: 30,999] [added: (61,534] | | [added: )] | | [removed: 35,742] [added: (30,999] | | [added: )] | | [removed: 31,729] [added: (35,742] | | [added: )] |

| Net income from continuing operations | [removed: 360,064] [added: 478,638] | | | | [removed: 230,437] [added: 327,588] | | | | [removed: 435,726] [added: 230,437] | | |

| [removed: (Loss) income] [added: Loss] from discontinued operations (net of tax) | [removed: — | | |] [added: $] | (69,531 | [removed: |] ) | [removed: | 4,108 | | |]

| Net income | [removed: 360,064] [added: 680,769] | | | | [removed: 160,906] [added: 360,064] | | | | [removed: 439,834] [added: 160,906] | | |

| Net income attributable to noncontrolling interests | [removed: (25,158] [added: (37,094] | | ) | | [removed: (27,590] [added: (25,158] | | ) | | [removed: (26,663] [added: (27,590] | | ) |

| Net income attributable to Albemarle Corporation | $ | [removed: 334,906] [added: 643,675] | | | $ | [removed: 133,316] [added: 334,906] | | | $ | [removed: 413,171] [added: 133,316] | |

| Continuing operations | $ | [removed: 3.01] [added: 3.93] | | | $ | [removed: 2.57] [added: 2.72] | | | $ | [removed: 4.88] [added: 2.57] | |

| Discontinued operations | [removed: —] [added: 1.80] | | | | [removed: (0.88] [added: 0.29] | | [removed: )] | | [removed: 0.05] [added: (0.88] | | [added: )] |

| | $ | [removed: 3.01] [added: 5.73] | | | $ | [removed: 1.69] [added: 3.01] | | | $ | [removed: 4.93] [added: 1.69] | |

| Continuing operations | $ | [removed: 3.00] [added: 3.90] | | | $ | [removed: 2.57] [added: 2.71] | | | $ | [removed: 4.85] [added: 2.57] | |

| | $ | [removed: 3.00] [added: 5.68] | | | $ | [removed: 1.69] [added: 3.00] | | | $ | [removed: 4.90] [added: 1.69] | |

| Weighted-average common shares outstanding—basic | [removed: 111,182] [added: 112,379] | | | | [removed: 78,696] [added: 111,182] | | | | [removed: 83,839] [added: 78,696] | | |

| Weighted-average common shares outstanding—diluted | [removed: 111,556] [added: 113,239] | | | | [removed: 79,102] [added: 111,556] | | | | [removed: 84,322] [added: 79,102] | | |

| Cash dividends declared per share of common stock | $ | [removed: 1.16] [added: 1.22] | | | $ | [removed: 1.10] [added: 1.16] | | | $ | [removed: 0.96] [added: 1.10] | |

| CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: (LOSS)] INCOME [added: (LOSS)] | | |

| Net income | $ | [removed: 360,064] [added: 680,769] | | | $ | [removed: 160,906] [added: 360,064] | | | $ | [removed: 439,834] [added: 160,906] | |

| Other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax: | | | | | | | | | | | |

| Foreign currency translation | [removed: (412,999] [added: (20,825] | | ) | | [removed: (168,809] [added: (412,970] | | ) | | [removed: 31,704] [added: (168,673] | | [added: )] |

| Pension and postretirement benefits | [removed: (758] [added: 834] | | [removed: )] | | [removed: (487] [added: (758] | | ) | | [removed: (502] [added: (487] | | ) |

| February 27, 2017 |

Jiangxi Jiangli Lithium is a wholly-owned subsidiary whose total assets and total revenues represent 2% and 0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2016.

| February 27, 2017 |

| Net sales | $ | 2,677,203 | | | $ | 2,826,429 | | | $ | 2,445,548 | |

| Cost of goods sold | 1,706,627 | | | | 1,966,196 | | | | 1,674,700 | | |

| Gross profit | 970,576 | | | | 860,233 | | | | 770,848 | | |

| Gain on sales of businesses, net | (122,298 | | ) | | — | | | | — | | |

| Operating profit | 574,551 | | | | 345,111 | | | | 271,298 | | |

| Discontinued operations | 1.78 | | | | 0.29 | | | | (0.88 | | ) |

| December 31 | 2016 | | | | 2015 | | |

| Cash and cash equivalents | $ | 2,269,756 | | | $ | 213,734 | |

| Trade accounts receivable, less allowance for doubtful accounts (2016—$15,312; 2015—$3,390) | 486,035 | | | | 397,912 | | |

| Inventories | 450,263 | | | | 439,513 | | |

| Property, plant and equipment, at cost | 3,910,522 | | | | 3,700,472 | | |

| Less accumulated depreciation and amortization | 1,550,382 | | | | 1,379,377 | | |

| Net property, plant and equipment | 2,360,140 | | | | 2,321,095 | | |

| Investments | 457,533 | | | | 435,584 | | |

| Noncurrent assets held for sale | — | | | | 2,971,455 | | |

| Other assets | 142,320 | | | | 194,398 | | |

| Goodwill | 1,540,032 | | | | 1,460,552 | | |

| Other intangibles, net of amortization | 354,564 | | | | 383,868 | | |

| Total assets | $ | 8,161,207 | | | $ | 9,597,954 | |

| Accounts payable | $ | 281,874 | | | $ | 239,572 | |

| Accrued expenses | 322,165 | | | | 313,259 | | |

| Income taxes payable | 254,416 | | | | 26,956 | | |

| Long-term debt | 2,121,718 | | | | 3,142,163 | | |

| Pension benefits | 298,695 | | | | 299,983 | | |

| Noncurrent liabilities held for sale | — | | | | 464,207 | | |

| Other noncurrent liabilities | 194,810 | | | | 239,104 | | |

| Deferred income taxes | 412,739 | | | | 384,852 | | |

| Total liabilities and equity | $ | 8,161,207 | | | $ | 9,597,954 | |

| Balance at January 1, 2016 | | 112,219,351 | | | $ | 1,122 | | | $ | 2,059,151 | | | $ | (421,288 | ) | | $ | 1,615,407 | | | $ | 3,254,392 | | | $ | 146,921 | | | $ | 3,401,313 | |

| Net income | | | | | | | | | | | | | | | | | 643,675 | | | | 643,675 | | | | 37,094 | | | | 680,769 | | |

| Other comprehensive income (loss) | | | | | | | | | | | | | 8,876 | | | | | | | | 8,876 | | | | (618 | | ) | | 8,258 | | |

| Cash dividends declared | | | | | | | | | | | | | | | | | (137,151 | | ) | | (137,151 | | ) | | (35,855 | | ) | | (173,006 | | ) |

| Exercise of stock options | | 212,343 | | | 2 | | | | 9,400 | | | | | | | | | | | | 9,402 | | | | | | | | 9,402 | | |

| Balance at December 31, 2016 | | 112,523,790 | | | $ | 1,125 | | | $ | 2,084,418 | | | $ | (412,412 | ) | | $ | 2,121,931 | | | $ | 3,795,062 | | | $ | 147,542 | | | $ | 3,942,604 | |

| Net income | 680,769 | | | | 360,064 | | | | 160,906 | | |

| (Gain) loss on sales of businesses, net | (510,278 | | ) | | — | | | | 85,515 | | |

For entities that we control and are the primary beneficiary, but own less than 100%, we record the minority ownership as noncontrolling interest.

| February 29, 2016 |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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 | | |

| Operating profit | 442,435 | | | | 271,298 | | | | 576,675 | | |

| Other | 29 | | | | 136 | | | | 135 | | |

| | | | | | | | |

| Trade accounts receivable, less allowance for doubtful accounts (2015—$4,148; 2014—$1,563) | 552,828 | | | | 385,212 | | |

| Inventories | 508,728 | | | | 358,361 | | |

| Property, plant and equipment, at cost | 3,881,162 | | | | 2,620,670 | | |

| Less accumulated depreciation and amortization | 1,396,424 | | | | 1,388,802 | | |

| Investments | 455,417 | | | | 194,042 | | |

| Other assets | 216,998 | | | | 160,956 | | |

| Goodwill | 2,893,811 | | | | 243,262 | | |

| Total assets | $ | 9,615,014 | | | $ | 5,223,103 | |

| Accounts payable | $ | 306,517 | | | $ | 231,705 | |

| Accrued expenses | 402,379 | | | | 166,174 | | |

| Current portion of long-term debt | 677,345 | | | | 711,096 | | |

| Income taxes payable | 69,432 | | | | 9,453 | | |

| Long-term debt | 3,174,674 | | | | 2,223,035 | | |

| Pension benefits | 381,552 | | | | 170,534 | | |

| Other noncurrent liabilities | 254,826 | | | | 87,705 | | |

| Total liabilities and equity | $ | 9,615,014 | | | $ | 5,223,103 | |

| 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 | | ) |

| 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 | | ) |

| Balance at December 31, 2013 | | 80,052,842 | | | $ | 801 | | | $ | 9,957 | | | $ | 116,245 | | | $ | 1,500,358 | | | $ | 1,627,361 | | | $ | 115,415 | | | $ | 1,742,776 | |

| Loss on disposal of businesses | — | | | | 85,515 | | | | — | | |

| Cash and cash equivalents at end of year | $ | 213,734 | | | $ | 2,489,768 | | | $ | 477,239 | |

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.

product quality.

Investments in joint ventures and nonmarketable securities of immaterial

recoverable, the fair value of the asset group is measured and if the carrying amount exceeds the fair value, an impairment loss is recognized.

practicable.

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.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]

Based on the assessment, management concluded that, as of December 31, [removed: 2015,] [added: 2016,] our internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the fiscal quarter ended December 31, [removed: 2015] [added: 2016] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Because our common stock is listed on the New York Stock Exchange [removed: (NYSE),] [added: (“NYSE”),] our Chief Executive Officer is required to make, and he has made, an annual certification to the NYSE stating that he was not aware of any violation by us of the corporate governance listing standards of the NYSE.

Our Chief Executive Officer made his annual certification to that effect to the NYSE as of May [removed: 22, 2015.][added: 24, 2016.]

(a)(1) The following consolidated financial and informational statements of the registrant are included in Part II Item 8 on pages [removed: 58] [added: 56] to [removed: 116:][added: 114:]

Consolidated Balance Sheets as of December 31, [removed: 2015] [added: 2016] and [removed: 2014][added: 2015]

Consolidated Statements of Income, Comprehensive [removed: (Loss) Income,] [added: Income (Loss),] Changes in Equity and Cash Flows for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]

| 3.1 | | Amended and Restated Articles of Incorporation (including Amendment thereto) [added: of Albemarle Corporation] \[filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (No. 333-119723) filed on October 13, 2004, and incorporated herein by reference\]. |

| 3.2 | | [removed: Albemarle Corporation] Amended and Restated Bylaws, effective January 12, [removed: 2015] [added: 2015, of Albemarle Corporation] \[filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on January 12, 2015, and incorporated herein by reference\]. |

| 4.1 | | Indenture, dated as of January 20, 2005, between [removed: the Company] [added: Albemarle Corporation] and The Bank of New York, as trustee \[filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on January 20, 2005, and incorporated herein by reference\]. |

| 4.2 | | Second Supplemental Indenture, dated as of December 10, 2010, between [removed: the Company] [added: Albemarle Corporation] and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York \[filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 10, 2010, and incorporated herein by reference\]. |

| 4.3 | | Third Supplemental Indenture, dated as of November 24, 2014, among Albemarle Corporation, Albemarle Holdings [removed: Corporation,] [added: Corporation (now Rockwood Holdings, Inc.) and] Albemarle Holdings II Corporation [added: (now Rockwood Specialties Group, Inc.)] and U.S. Bank National Association, as trustee \[filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference\]. |

| [removed: 4.4] [added: 4.5] | | Form of Global Security for the 4.50% Senior Notes due 2020 \[filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 10, 2010, and incorporated herein by reference\]. |

| [removed: 4.5] [added: 4.6] | | Form of Global Security for the 3.000% Senior Notes due 2019 \[filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference\]. |

| [removed: 4.6] [added: 4.7] | | Form of Global Security for the 4.150% Senior Notes due 2024 \[filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference\]. |

| [removed: 4.7] [added: 4.8] | | Form of Global Security for the 5.450% Senior Notes due 2044 \[filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference\]. |

| [removed: 4.8] [added: 4.9] | | Form of Global Security for the 1.875% Senior Notes due 2021 \[filed as Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\]. |

| [removed: 10.2] [added: 10.3] | | Compensation Arrangement with Luther C. Kissam, IV, dated August 29, 2003 \[filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (No. 1-12658), and incorporated herein by reference\]. |

| [removed: 10.3] [added: 10.4] | | Albemarle Corporation 2003 Incentive Plan, adopted January 31, 2003 and approved by the shareholders on March 26, 2003 \[filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A (No. 1-12658) filed on February 26, 2003, and incorporated herein by reference\]. |

| [removed: 10.4] [added: 10.5] | | First Amendment to the Albemarle Corporation 2003 Incentive Plan, dated as of December 13, 2006 \[filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 18, 2006, and incorporated herein by reference\]. |

| [removed: 10.5] [added: 10.6] | | Notice of Performance Unit Award \[filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 25, 2013, and incorporated herein by reference\]. |

| [removed: 10.6] [added: 10.7] | | Notice of Restricted Stock Unit Award \[filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 25, 2013, and incorporated herein by reference\]. |

| [removed: 10.7] [added: 10.8] | | Notice of Option Grant \[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 25, 2013, and incorporated herein by reference\]. |

| [removed: 10.8] [added: 10.9] | | Notice of Performance-Based Restricted Stock Unit Award \[filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2014, and incorporated herein by reference\]. |

| [removed: 10.9] [added: 10.10] | | Notice of Restricted Stock Unit Award \[filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2014, and incorporated herein by reference\]. |

| [removed: 10.10] [added: 10.11] | | Notice of Option Grant \[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2014, and incorporated herein by reference\]. |

| [removed: 10.11] [added: 10.12] | | Notice of TSR Performance Unit Award \[filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 28, 2014, and incorporated herein by reference\]. |

| [removed: 10.12] [added: 10.13] | | Notice of Option Grant \[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on March 2, 2015, and incorporated herein by reference\]. |

| [removed: 10.13] [added: 10.14] | | Notice of TSR Performance Unit Award \[filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on March 2, 2015, and incorporated herein by reference\]. |

| [removed: 10.15] [added: 10.22] | | Amended and Restated Albemarle Corporation Supplemental Executive Retirement Plan, effective as of January 1, 2005 \[filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\]. |

| [removed: 10.16] [added: 10.23] | | First Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 1, 2010 \[filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\]. |

| [removed: 10.17] [added: 10.24] | | Second Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 18, 2011 \[filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\]. |

| [removed: 10.18] [added: 10.25] | | Third Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 2, 2013 \[filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\]. |

| [removed: 10.22] [added: 10.31] | | Albemarle Corporation Severance Pay Plan, as revised effective as of December 13, 2006 \[filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 18, 2006, and incorporated herein by reference\]. |

| [removed: 10.23] [added: 10.32] | | Amended and Restated Albemarle Corporation Benefits Protection Trust, effective as of December 13, 2006 \[filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 18, 2006, and incorporated herein by reference\]. |

| [removed: 10.24] [added: 10.33] | | Albemarle Corporation Employee Relocation Policy \[filed as Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (No. 1-12658), and incorporated herein by reference\]. |

| [removed: 10.25] [added: 10.34] | | Albemarle Corporation 2008 Incentive Plan, as amended and restated as of April 20, 2010 \[filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (No. 333-166828) filed on May 14, 2010, and incorporated herein by reference\]. |

| [removed: 10.26] [added: 10.35] | | Amended and Restated Albemarle Corporation Executive Deferred Compensation Plan, effective as of January 1, 2013 \[filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\]. |

| [removed: 10.27] [added: 10.36] | | First Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of November 14, 2014 \[filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\]. |

| [removed: 10.31] [added: 10.40] | | Share Purchase [removed: Agreement,] [added: Agreement dated August 31, 2006] among Albemarle Corporation, Albemarle Overseas Development Corporation and International Chemical Investors, [removed: SA, dated August 31, 2006] [added: SA] \[filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (No. 1-12658), and incorporated herein by reference\]. |

| [removed: 10.32] [added: 10.41] | | Credit Agreement, dated as of February 7, 2014, among Albemarle Corporation and Albemarle Global Finance Company SCA, as borrowers, certain of the Company’s subsidiaries that from time to time become parties thereto, the several banks and other financial institutions as may from time to time become parties thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer \[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 7, 2014, and incorporated herein by reference\]. |

| [removed: 10.33] [added: 10.42] | | Credit Agreement, dated as of August 15, 2014, among Albemarle Corporation as borrower, certain of Albemarle Corporation’s subsidiaries that from time to time become parties thereto, as guarantors, the several banks and other financial institutions that may from time to time become parties thereto, and Bank of America, N.A., as Administrative Agent \[filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-4 (No. 333-198415) filed on August 28, 2014, and incorporated herein by reference\]. |

| [removed: 10.34] [added: 10.43] | | First Amendment to Credit Agreement, dated as of August 15, 2014, among Albemarle Corporation and Albemarle Global Finance Company SCA, as borrowers, the several banks and other financial institutions that may from time to time become parties thereto, and Bank of America, N.A., as Administrative Agent \[filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-4 (No. 333-198415) filed on August 28, 2014, and incorporated herein by reference\]. |

| [removed: 10.35] [added: 10.44] | | Cash Bridge Credit Agreement, dated as of December 2, 2014, among Albemarle Corporation as Borrower, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent \[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 8, 2014, and incorporated herein by reference\]. |

| 2.2 | | Share Purchase Agreement, dated as of June 17, 2016, between Albemarle Corporation and BASF SE \[filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (No. 1-12658), filed on August 5, 2016, and incorporated herein by reference\]. |

| *2.3 | | First Amendment to the Share Purchase Agreement, dated December 7, 2016, between Albemarle Corporation and BASF SE. |

| *2.4 | | Second Amendment to the Share Purchase Agreement, dated December 14, 2016, between Albemarle Corporation and BASF SE. |

| 4.4 | | Fourth Supplemental Indenture, dated as of January 29, 2015, among Albemarle Corporation, Rockwood Holdings, Inc. (as successor by merger to Albemarle Holdings Corporation), Rockwood Specialties Group, Inc. (as successor by merger to Albemarle Holdings II Corporation), The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor to The Bank of New York, as resigning trustee, and U.S. Bank National Association, as successor trustee \[filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on January 29, 2015, and incorporated herein by reference\]. |

| 10.2 | | First Amendment to the Albemarle Corporation Stock Compensation and Deferral Election Plan \[filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (No. 1-12658), and incorporated herein by reference\]. |

| 10.15 | | Notice of Restricted Stock Unit Award (2015) \[filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\]. |

| 10.16 | | Notice of Option Grant \[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on March 2, 2016, and incorporated herein by reference\]. |

| 10.17 | | Notice of Restricted Stock Unit Award \[filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on March 2, 2016, and incorporated herein by reference\]. |

| 10.18 | | Notice of TSR Performance Unit Award \[filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on March 2, 2016, and incorporated herein by reference\]. |

| 10.19 | | Form Notice of Option Grant under the Albemarle Corporation 2008 Incentive Plan \[filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 9, 2016, and incorporated herein by reference\]. |

| 10.20 | | Form Notice of Restricted Stock Unit Award under the Albemarle Corporation 2008 Incentive Plan \[filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 9, 2016, and incorporated herein by reference\]. |

| 10.21 | | Form Notice of TSR Performance Unit Award under the Albemarle Corporation 2008 Incentive Plan \[filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 9, 2016, and incorporated herein by reference\]. |

| 10.26 | | Form of Severance Compensation Agreement (Pension-Eligible Employees) \[filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\]. |

| 10.27 | | Form of Severance Compensation Agreement (Non-Pension-Eligible Employees) \[filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\]. |

| 10.28 | | Form of Amendment to Severance Compensation Agreement \[filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\]. |

| 10.29 | | Second Amendment to Severance Compensation Agreement between Luther C. Kissam, IV and Albemarle Corporation \[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 9, 2016, and incorporated herein by reference\]. |

| 10.30 | | Form of Second Amendment to Severance Compensation Agreement between each of Karen Narwold, Scott Tozier, and Matthew Juneau, and Albemarle Corporation \[filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 9, 2016, and incorporated herein by reference\]. |

| 10.37 | | Second Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of February 12, 2015 \[filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\]. |

| 10.38 | | Third Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of July 31, 2015 \[filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\]. |

| 10.39 | | Fourth Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of December 17, 2015 \[filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\]. |

| *31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended. |

| *32.2 | | 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. |

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| --- | --- |

| | |

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| --- | --- | --- |

| *10.14 | | Notice of Restricted Stock Unit Award (2015). |

| *10.19 | | Form of Severance Compensation Agreement (Pension-Eligible Employees). |

| *10.20 | | Form of Severance Compensation Agreement (Non-Pension-Eligible Employees). |

| *10.21 | | Form of Amendment to Severance Compensation Agreement. |

| *10.28 | | Second Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of February 12, 2015. |

| *10.29 | | Third Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of July 31, 2015. |

| *10.30 | | Fourth Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of December 17, 2015. |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| ALBEMARLE CORPORATION (Registrant) | | |

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

| | | (Luther C. Kissam IV) |

| | | President, Chief Executive Officer and Director |

Dated: February 29, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 29, 2016.

| Signature | | Title |

| /S/ LUTHER C. KISSAM IV | | President, Chief Executive Officer and Director (principal executive |

| (Luther C. Kissam IV) | | officer and principal financial officer) |

| /S/ DONALD J. LABAUVE, JR. | | Vice President, Corporate Controller and Chief Accounting Officer (principal accounting officer) |

| (Donald J. LaBauve, Jr.) | | |

| /S/ WILLIAM H. HERNANDEZ | | Director |

| (William H. Hernandez) | | |

| /S/ DOUGLAS L. MAINE | | Director |

| (Douglas L. Maine) | | |

| /S/ J. KENT MASTERS | | Director |

| (J. Kent Masters) | | |

| /S/ JIM W. NOKES | | Chairman of the Board |

| (Jim W. Nokes) | | |

| /S/ JAMES J. O’BRIEN | | Director |

| (James J. O’Brien) | | |

| /S/ BARRY W. PERRY | | Director |

| (Barry W. Perry) | | |

| /S/ JOHN SHERMAN, JR. | | Director |

| (John Sherman, Jr.) | | |

| /S/ GERALD A. STEINER | | Director |

| (Gerald A. Steiner) | | |

| /S/ HARRIETT TEE TAGGART | | Director |

| (Harriett Tee Taggart) | | |

NONE

| | | |

| --- | --- | --- |

| | | |

| Albemarle Corporation and Subsidiaries | | |

| | | |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| | | |

| --- | --- | --- |

| | | |

| | | |

| ALBEMARLE CORPORATION (Registrant) | | |

| | | |

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

| | | (Luther C. Kissam IV) |

| | | Chairman, President and Chief Executive Officer |

Dated: February 27, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 27, 2017.

| | | |

| --- | --- | --- |

| | | |

| Signature | | Title |

| | | |

| /S/ LUTHER C. KISSAM IV | | Chairman, President and Chief Executive Officer (principal executive |

| (Luther C. Kissam IV) | | officer) |

| | | |

| /S/ SCOTT A. TOZIER | | Executive Vice President, Chief Financial Officer (principal financial |

| (Scott A. Tozier) | | officer) |

| | | |

| /S/ DONALD J. LABAUVE, JR. | | Vice President, Corporate Controller and Chief Accounting Officer (principal accounting officer) |

| (Donald J. LaBauve, Jr.) | | |

| | | |

| /S/ WILLIAM H. HERNANDEZ | | Director |

| (William H. Hernandez) | | |

| | | |

| /S/ DOUGLAS L. MAINE | | Director |

| (Douglas L. Maine) | | |

| | | |

| /S/ J. KENT MASTERS | | Director |