Albemarle (ALB) 10-K risk factor changes: FY2019 vs FY2018

[removed: Risks] [added: Risks] Related to Our [removed: Business][added: Business]

[removed: Our] [added: Our] substantial international operations subject us to risks of doing business in foreign countries, which could adversely affect our business, financial condition and results of [removed: operations.][added: operations.]

We conduct a substantial portion of our business outside the U.S., with approximately [removed: 74%] [added: 76%] of our sales to foreign countries.

We operate and/or sell our products to customers in approximately [removed: 100] [added: 75] countries.

| [removed: Albemarle] [added: *Albemarle] Corporation and [removed: Subsidiaries] [added: Subsidiaries*] | | |

In addition, certain of our [removed: joint ventures operate,] [added: operations,] and we have ongoing capital projects, in regions of the world such as the Middle East and South America, that are of high risk due to significant civil, political and security instability.

[removed: Our] [added: Our] inability to secure key raw materials, or to pass through increases in costs and expenses for other raw materials and energy, on a timely basis or at all, could have an adverse effect on the margins of our products and our results of [removed: operations.][added: operations.]

[removed: Competition] [added: Competition] within our industry may place downward pressure on the prices and margins of our products and may adversely affect our businesses and results of [removed: operations.][added: operations.]

Accordingly, the performance of our business could be adversely affected by any marketing and promotional materials used by our competitors that make adverse claims, whether with or without merit, against our Company or its products, imply or assert immoral or improper conduct by us, or are otherwise [added: disparaging of our Company or its products.]

[removed: Our] [added: Our] research and development efforts may not succeed in addressing changes in our customers’ needs, and our competitors may develop more effective or successful [removed: products.][added: products.]

[removed: Adverse] [added: Adverse] conditions in the 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 business and results of [removed: operations.][added: operations.]

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

[removed: Our] [added: Our] results are subject to fluctuation because of irregularities in the demand for our HPC catalysts and certain of our [removed: agrichemicals.][added: agrichemicals.]

The sales of our HPC catalysts, therefore, are largely dependent on the [added: useful life cycle of the HPC catalysts in the processing units and may vary materially by quarter.]

[removed: Regulation,] [added: Regulation,] or the threat of regulation, of some of our products could have an adverse effect on our sales and [removed: profitability.][added: profitability.]

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

[removed: Other] [added: This regulation and other] pending initiatives [added: at the U.S. state level, as well as initiatives in Canada, Asia and other regions, could] potentially [removed: will] require toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used or produced by us.

Such a decrease in demand [removed: would likely] [added: could] have an adverse impact on our business and results of operations.

[removed: We] [added: We] could be subject to damages based on claims brought against us by our customers or lose customers as a result of the failure of our products to meet certain quality [removed: specifications.][added: specifications.]

[removed: Our] [added: Our] business is subject to hazards common to chemical and natural resource extraction businesses, any of which could injure our employees or other persons, damage our facilities or other properties, interrupt our production and adversely affect our reputation and results of [removed: operations.][added: operations.]

[removed: Our] [added: Our] business could be adversely affected by environmental, health and safety laws and [removed: regulations.][added: regulations.]

[removed: We] [added: We] may be subject to indemnity claims and liable for other payments relating to properties or businesses we have [removed: divested.][added: divested.]

We may not have insurance coverage for such indemnity [added: obligations or cash flows to make such indemnity or other payments.]

[removed: We] [added: We] could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption [removed: laws.][added: laws.]

As previously reported in [removed: 2018,] [added: 2018 and 2019,] following receipt of information regarding potential improper payments being made by third party sales representatives of our Refining Solutions business, within our Catalysts segment, we promptly retained outside counsel and forensic accountants to investigate potential violations of the Company’s Code of Conduct, the FCPA, and other potentially applicable laws.

[removed: We] [added: We] are subject to extensive foreign government regulation that can negatively impact our [removed: business.][added: business.]

[removed: Our] [added: Our] inability to protect our intellectual property rights could have a material adverse effect on our business, financial condition and results of [removed: operations.][added: operations.]

Additionally, some of our technologies are not covered by any patent or [added: patent application and, even if a patent application has been filed, it may not result in an issued patent.]

[removed: Our] [added: Our] inability to acquire or develop additional reserves that are economically viable could have a material adverse effect on our future [removed: profitability.][added: profitability.]

[removed: There] [added: There] is risk to the growth of lithium [removed: markets.][added: markets.]

[removed: To the extent that such development, adoption and growth do not occur in the volume and/or manner that we contemplate, the long-term growth in the markets for] lithium products may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results.

[removed: Our] [added: Our] business and operations could suffer in the event of cybersecurity breaches, information technology system failures, or network [removed: disruptions.][added: disruptions.]

[removed: The] [added: The] occurrence or threat of extraordinary events, including domestic and international terrorist attacks, may disrupt our operations and decrease demand for our [removed: products.][added: products.]

The CFATS Act [removed: reauthorizes] [added: reauthorized] the CFATS Program for four years.

[removed: Natural] [added: Natural] disasters [removed: and weather-related matters] [added: or other unanticipated catastrophes] could impact our results of [removed: operations.][added: operations.]

Our operations in Chile could be subject to significant rain events and [removed: earthquakes.][added: earthquakes, and our operations in Asia could be subject to weather events such as typhoons.]

If similar [removed: weather-related matters] or other [added: weather events,] natural [removed: disasters] [added: disasters, or other catastrophe events] occur in the future, they could negatively affect the results of operations at our sites in the affected regions as well as have adverse impacts on the global economy.

[removed: Our] [added: Our] insurance may not fully cover all potential [removed: exposures.][added: exposures.]

[removed: We] [added: We] may be exposed to certain regulatory and financial risks related to climate [removed: change.][added: change.]

In addition, we have operations in the E.U., Brazil, China, Japan, Jordan, Saudi Arabia, Singapore and the United Arab Emirates, which have [removed: implemented] [added: implemented, or may implement,] measures to achieve objectives under the [removed: Kyoto Protocol,] [added: 2015 Paris Climate Agreement,] an international agreement linked to the United Nations Framework Convention on Climate Change (“UNFCC”), which set [removed: binding] targets for reducing greenhouse gas emissions.

| *Albemarle Corporation and Subsidiaries* | | |

The development of non-lithium battery technologies could adversely affect us.

The development and adoption of new battery technologies that rely on inputs other than lithium compounds, could significantly impact our prospects and future revenues.

Current and next generation high energy density batteries for use in electric vehicles rely on lithium compounds as a critical input.

Alternative materials and technologies are being researched with the goal of making batteries lighter, more efficient, faster charging and less expensive, and some of these could be less reliant on lithium compounds.

We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon.

Commercialized battery technologies that use less lithium could materially and adversely impact our prospects and future revenues.

| *Albemarle Corporation and Subsidiaries* | | |

| *Albemarle Corporation and Subsidiaries* | | |

| *Albemarle Corporation and Subsidiaries* | | |

| *Albemarle Corporation and Subsidiaries* | | |

To the extent that such development, adoption and growth do not occur in the volume and/or manner that we contemplate, the long-term growth in the markets for

| *Albemarle Corporation and Subsidiaries* | | |

Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our ability to develop it successfully.

Our ability to successfully develop our lithium resources, including recently acquired 60% interest in MRL’s Wodgina Project, and generate a return on investment will be affected by changes in the demand for and market price of lithium-based end products, such as lithium hydroxide.

The market price of these products can fluctuate and is affected by numerous factors beyond our control, primarily world supply and demand.

Such external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances.

In addition, the price of lithium products is impacted by their purity and performance.

We may not be able to effectively mitigate against such fluctuations.

Following the Wodgina acquisition, we announced that, based on current market conditions, the Wodgina mine would idle production of spodumene until market demand supports bringing the mine back into production.

There can be no assurance that the market demand for lithium will improve or that the Wodgina mine will be put back into production in the future or at all.

Delays in putting the mine into production, as well as continued fluctuations in demand for and pricing of lithium and related products may affect the value of our investment in the Wodgina Project and our value as a whole.

On January 18, 2019, the Chemical Facility Anti-Terrorism Standards Program

| *Albemarle Corporation and Subsidiaries* | | |

Extension Act was enacted to extend the CFATS Program for another 15 months.

The occurrence of natural disasters, such as hurricanes, floods or earthquakes; pandemics, such as the recent outbreak of the novel coronavirus COVID-19; or other unanticipated catastrophes at any of the locations in which we or our key partners, suppliers and customers do business, could cause interruptions in our operations.

A global or regional pandemic or similar outbreak in a region of our, our customers, or our suppliers could disrupt business.

We may not be

| *Albemarle Corporation and Subsidiaries* | | |

On February 5, 2020, the Company announced that Chairman and Chief Executive Officer Luke Kissam had advised the Board of Directors that he will retire from his roles as an officer and director of Albemarle effective June 2020, for health reasons.

The Board of Directors will be conducting a comprehensive search process, which will include internal and external candidates.

| *Albemarle Corporation and Subsidiaries* | | |

venture.

| *Albemarle Corporation and Subsidiaries* | | |

Due to

| *Albemarle Corporation and Subsidiaries* | | |

The expense incurred in consummating acquisitions or entering into joint

| *Albemarle Corporation and Subsidiaries* | | |

| | | |

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

disparaging of our Company or its products.

useful life cycle of the HPC catalysts in the processing units and may vary materially by quarter.

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.

obligations or cash flows to make such indemnity or other payments.

patent application and, even if a patent application has been filed, it may not result in an issued patent.

including volatility in foreign currencies, and adversely impact the markets in which we and our customers operate.

Certain tax proposals

earnings to us in the form of dividends, loans or advances and through repayment of loans or advances from us.

[removed: Forward-looking Statements][added: Forward-looking Statements]

| [removed: Albemarle] [added: *Albemarle] Corporation and [removed: Subsidiaries] [added: Subsidiaries*] | | |

The following is a discussion and analysis of our results of operations for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016.][added: 2017.]

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

[removed: Overview][added: Overview]

We continue to build upon our existing green solutions portfolio and our ongoing mission to provide innovative, yet commercially viable, clean energy products and services to the [removed: marketplace.][added: marketplace to contribute to our sustainable revenue.]

[removed: 2018 Highlights][added: | 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| • | In the first quarter, we increased our quarterly dividend for the [removed: 24th] [added: 25th] consecutive year, to [removed: $0.335] [added: $0.3675] per share. [added: As a result, in February 2020, we were recognized by being named to the S&P 500 Dividend Aristocrats Index.] |

[removed: | • | In June 2018, we entered into a] [added: Our] revolving, unsecured credit agreement [removed: that] [added: dated as of June 21, 2018, as amended on August 14, 2019 (the “2018 Credit Agreement”), currently] provides for borrowings of up to $1.0 billion and matures on [removed: June 21, 2023 (the “2018 Credit Agreement”) to replace our existing revolving, unsecured credit agreement. |][added: August 9, 2024.]

| • | We achieved earnings of [removed: $693.6] [added: $533.2] million during [removed: 2018] [added: 2019] as compared to [removed: $54.9] [added: $693.6] million for [removed: 2017.] [added: 2018.] Cash flows from operations in [removed: 2018] [added: 2019] were [removed: $546.2 million.] [added: $719.4 million up 32% from 2018.] Earnings for 2018 included a $169.9 million after-tax gain from the Polyolefin Catalysts [removed: Divestiture, while earnings for 2017 were negatively impacted by the $366.9 million net income tax expense resulting from the enactment of the TCJA.] [added: Divestiture.] In addition, earnings for [removed: 2018] [added: 2019] includes pension and other postretirement benefit (“OPEB”) actuarial losses of [removed: $10.6] [added: $21.1] million after income taxes, compared to pension and OPEB actuarial [removed: gains] [added: losses] of [removed: $7.3] [added: $10.6] million after income taxes in [removed: 2017.] [added: 2018.] |

[removed: Outlook][added: Outlook]

On a [removed: longer term] [added: longer-term] basis, we believe that demand for lithium will continue to grow as new lithium applications advance and the use of plug-in hybrid electric vehicles and full battery electric vehicles increases.

This demand for lithium is supported [removed: against] [added: by] a favorable backdrop of steadily declining lithium ion battery costs, increasing battery performance and [removed: an increasingly] favorable global public policy toward [removed: acceptance of] e-mobility/renewable energy usage.

Our [removed: long-term] outlook is also bolstered by [removed: our successful negotiation of] long-term supply agreements with [removed: our] key strategic customers, reflecting our standing as a preferred global lithium partner, highlighted by our scale, access to geographically diverse, low-cost [removed: resource base] [added: resources] and long-term [removed: focus on] [added: track record of reliability of supply and operating] execution.

[removed: Bromine Specialties:] [added: Bromine Specialties:] We expect to see [removed: continued] [added: modest] growth in net sales [removed: and profitability] in [removed: 2019, due to healthy] [added: 2020 driven by continued strong] demand [removed: and pricing for our] [added: in] flame [removed: retardants] [added: retardants, drilling completion fluids,] and other derivatives.

On a [removed: longer term] [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.

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

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

[removed: On a longer term basis, we] [added: We] believe increased global demand for transportation fuels, new refinery start-ups and ongoing adoption of cleaner fuels will be the primary drivers of growth in our Catalysts business.

[removed: Longer term,] [added: Longer-term,] we believe that the global crude supply will get heavier and more sour, a trend that bodes well for our catalysts portfolio.

In PCS, we expect growth [added: on a longer-term basis] in our organometallic business due to growing global demand for plastics driven by rising standards of living and infrastructure spending.

[removed: All Other:] [added: All Other:] The fine chemistry services business [removed: will continue to be] [added: is] reported outside the Company’s reportable segments as it does not fit in the Company’s core businesses.

We expect the near future [added: prospects for the fine chemistry services business] to be impacted by a challenging agriculture industry environment and the timing of customer orders in pharmaceuticals.

[removed: Corporate:] [added: Corporate:] We continue to focus on cash generation, working capital management and process efficiencies.

We expect our global effective tax rate for [removed: 2019] [added: 2020] to be between [removed: 23%] [added: 18.5%] and [removed: 24%;] [added: 19.5%;] 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 U.S., including the [removed: TCJA,] [added: Tax Cuts] and [added: Jobs Act (“TCJA”), and] other tax jurisdictions.

[removed: Results] [added: | (g) | Included amounts] for the year ended [added: December 31, 2019 recorded in: |]

[added: Results for the year ended] December 31, [removed: 2018] [added: 2019] include an actuarial loss of [removed: $14.0] [added: $29.3] million [removed: ($10.6] [added: ($21.1] million after income taxes), as compared to a [removed: gain] [added: loss] of [removed: $11.4] [added: $14.0] million [removed: ($7.3] [added: ($10.6] million after income taxes) for the year ended December 31, [removed: 2017.][added: 2018.]

Additional information regarding our products, markets and financial performance is provided at our web site, [removed: www.albemarle.com.][added: *www.albemarle.com*.]

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

| [removed: Selected Financial Data] | [removed: Year] [added: | Year] Ended December [removed: 31, |] [added: 31,] | | | | | | | | | | | [removed: Percentage Change] | | | [added: Percentage Change] | |

| | [removed: 2018] | [added: 2019] | | | [removed: 2017] | [added: %] | | | [removed: 2016] [added: 2018] | | | | [removed: 2018 vs. 2017] [added: %] | | | [removed: 2017] [added: 2019] vs. [removed: 2016] [added: 2018] | |

| [removed: GROSS PROFIT MARGIN] [added: Gross profit margin] | [removed: 36.1] [added: 35.0] | | % | | [removed: 36.0] [added: 36.1] | | % | | [removed: 36.2] | | [removed: %] | | | | [removed: | | |]

| Selling, general and administrative expenses | [removed: 446,090 | | |] [added: $] | [removed: 450,286] [added: 533,368] | | | [added: $] | [removed: 353,765] [added: 446,090] | | | [added: $] | [removed: (1] [added: 87,278] | [removed: )%] | | [removed: 27] [added: 20] | % |

[removed: | Research] [added: Research] and [removed: development expenses | 70,054 | | | | 84,330 | | | | 80,475 | | | | (17 | )% | | 5 | % |][added: Development Expenses]

| Acquisition and integration related [removed: costs] [added: costs(b)] | — | | | | — | | | | [removed: 57,384] [added: —] | | | | — | [removed: %] | | [removed: (100] | [removed: )%] [added: —] | [added: | | | 20,684 | | | | 20,684 | | |]

[removed: | Interest] [added: Interest] and [removed: financing expenses | (52,405 | | ) | | (115,350 | | ) | | (65,181 | | ) | | (55 | )% | | 77 | % |][added: Financing Expenses]

| Other expenses, net | [removed: (64,434] [added: $] | [added: (45,478] | ) | | [removed: (9,512] [added: $] | [added: (64,434] | ) | | [removed: (20,535 | | ) |] [added: $] | [removed: 577] [added: 18,956] | [removed: %] | | [removed: (54] [added: (29] | )% |

| Income [removed: tax expense] [added: Tax Expense] | [removed: 144,826] [added: $] | [added: 88,161] | | | [removed: 431,817] [added: $] | [added: 144,826] | | | [removed: 96,263] [added: $] | [added: (56,665] | [added: )] | | [removed: (66] [added: (39] | )% | [removed: | 349 | % |]

| Effective [added: income] tax rate | [removed: 18.2] [added: 15.7] | | % | | [removed: 96.6] [added: 18.2] | | % | | [removed: 18.7] | | [removed: %] | | | | [removed: | | |]

[removed: | Equity] [added: Equity] in [removed: net income of unconsolidated investments (net] [added: Net Income] of [removed: tax) | 89,264 | | | | 84,487 | | | | 59,637 | | | | 6 | % | | 42 | % |][added: Unconsolidated Investments]

For example, our Lithium business contributes to the growth of clean miles driven with electric miles and more efficient use of renewable energy through grid storage; Bromine Specialties enables the prevention of fires starting in electronic equipment, greater fuel efficiency from rubber tires and the reduction of emissions from coal fired power plants; and the Catalysts business creates efficiency of natural resources through more usable products from a single barrel of oil, enables safer, greener production of alkylates used to produce more environmentally-friendly fuels, and reduced emissions through cleaner transportation fuels.

2019 Highlights

| *Albemarle Corporation and Subsidiaries* | | |

| • | On August 14, 2019, the Company entered into a $1.2 billion unsecured credit facility with several banks and other financial institutions. Borrowings under this facility bear interest at variable rates based on an average London inter-bank offered rate (“LIBOR”), plus an applicable margin that depends on certain credit ratings of the Company. Upon the closing of the credit facility, the applicable margin over LIBOR was 1.125%. In October 2019, we borrowed $1.0 billion under this credit facility to fund the cash portion of the acquisition of a 60% interest in the Wodgina Project. This balance was repaid in full with proceeds from notes issued in November 2019 (see below for further details). |

| • | On October 31, 2019, we completed the acquisition of a 60% interest in MRL’s Wodgina Project and formed a 60%-40% unincorporated joint venture with MRL to operate the mine and battery-grade lithium hydroxide production facilities. Albemarle paid $820 million in cash and transferred a 40% interest in certain lithium hydroxide conversion assets being built in Kemerton, Western Australia. |

| • | On November 25, 2019, we closed the offerings on notes totaling $500.0 million and €1.0 billion. Net proceeds from these offerings were used to repay 1) the $1.0 billion balance of the credit facility entered into on August 14, 2019, 2) a large portion of approximately $370 million of commercial paper notes and 3) the remaining balance of $175.2 million of the senior notes issued in December 2010, and for general corporate purposes. |

| • | In collaboration with ExxonMobil, we created the Galexia™ platform, a transformative hydroprocessing suite of catalyst and service solutions for the refining industry. The platform enables an improved way of doing business, ensuring customer demands are better addressed at every stage throughout the value chain. |

| • | Announced a cost-reduction program expected to deliver a run rate of over $100 million in sustainable savings by the end of 2021. |

Lithium: We expect results to decline year-over-year during 2020 in Lithium, due mainly to pricing pressure in certain markets, partially offset by productivity enhancements across our business.

In addition, there is no new capacity coming online during 2020 to drive significant additional volume.

While we completed the acquisition of 60% interest in the Wodgina Project, we have made the decision to idle production of spodumene until demand supports bringing the mine back into production.

We expect profitability to be flat to slightly down due to lower overall average selling prices as global bromine supply and demand comes into balance in 2020.

| *Albemarle Corporation and Subsidiaries* | | |

Catalysts: We expect to see modest sales growth in net sales and flat to modest growth in profitability in 2020, driven by FCC growth, partially offset by lower HPC results.

In 2019, we announced that we have begun to pursue opportunities to divest PCS, with the expectation that a divestiture will be completed in 2020.

In addition, in 2019, we announced that we have begun to pursue opportunities to divest our fine chemistry services business, with the expectation that a divestiture will be completed in 2020.

Discussion of our results of operations for the year ended December 31, 2018 compared to the year ended December 31, 2017 can be found in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2018.

| *Albemarle Corporation and Subsidiaries* | | |

Selected Financial Data

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| *In thousands* | 2019 | | | 2018 | | | $ Change | | | % Change | |

| Net sales | 3,589,427 | | | 3,374,950 | | | 214,477 | | | 6 | % |

| • $213.1 million of higher sales volume, driven primarily by Lithium, Bromine Specialties and Fine Chemistry Services, and $76.5 million of favorable pricing impacts across all businesses • $48.1 million of unfavorable currency exchange resulting from a stronger U.S. Dollar against various currencies • $27.1 million related to the Polyolefin Catalysts Divestiture | | | | | | | | | | | |

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| *In thousands* | 2019 | | | | 2018 | | | | $ Change | | | | % Change | |

| Gross profit | $ | 1,257,778 | | | $ | 1,217,256 | | | $ | 40,522 | | | 3 | % |

| • Higher sales volume, driven primarily by Lithium, Bromine Specialties and Fine Chemistry Services, and favorable pricing impacts across all businesses • Higher input costs in our Lithium segment, resulting from increased toll feedstock, higher tolled volume and investments in operational excellence • Higher raw material costs, primarily in our Lithium and Bromine Specialties segments • $10.7 million related to the Polyolefin Catalysts Divestiture • Unfavorable currency exchange impacts resulting from the stronger U.S. Dollar against various currencies • Charges of $8.8 million related to non-routine labor and compensation related costs in Chile that are outside normal compensation arrangements and $4.9 million for the write-off of fixed assets in our Jordanian joint venture in 2018 | | | | | | | | | | | | | | |

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| *In thousands* | 2019 | | | | 2018 | | | | $ Change | | | | % Change | |

| • $64.8 million of stamp duties levied on assets purchased related to the Wodgina Project in 2019 • Higher professional fees to support planned projects • $7.4 million of increased acquisition and integration related costs, driven by the Wodgina Project, and increased severance payments as part of a business reorganization plan • $16.2 million of charitable contributions in 2018 beyond the Company’s ordinary, recurring charitable contributions | | | | | | | | | | | | | | |

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| *In thousands* | 2019 | | | | 2018 | | | | $ Change | | | | % Change | |

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| • | We received approval from CORFO for an increase in our lithium quota to sustainably increase lithium production in Chile to as much as 145,000 metric tons of lithium carbonate equivalent annually through 2043. |

| • | On April 3, 2018, we completed the Polyolefin Catalysts Divestiture to W.R. Grace & Co. for net cash proceeds of approximately $413.6 million and recorded a gain of $210.4 million before income taxes related to the sale of this business. |

| • | We announced our exclusive collaboration with DuPont as the primary hydroprocessing catalyst manufacturer for the DuPont™ IsoTherming® hydroprocessing technology, making clean fuels production more cost efficient for refiners. IsoTherming® is an innovative hydroprocessing technology that can lower capital and operational costs. |

| • | We launched XPLORE™, a new platform for the clean transportation fuels market. The XPLORE catalyst platform is the result of breakthrough research in hyrdroprocessing catalyst technology allowing refineries to produce clean transportation fuels in a more efficient way. The new PULSAR family, with KF 787 PULSAR™ as its first grade product, is a cutting-edge, premium catalyst line, designed for the production of clean diesel. |

| • | We entered into two separate $250 million ASR agreements in May and August 2018, respectively. We completed these ASR agreements in September and December 2018, respectively, receiving and retiring a total of 5,262,654 shares. |

| • | We successfully completed the commissioning of our La Negra facility in Chile (“La Negra II”), which has a nameplate capacity of 20,000 metric tons of lithium carbonate. Upon completion of the ramp-up of La Negra II, the total capacity of our facilities in La Negra, Chile will be 44,000 metric tons. |

| • | We completed pre-commissioning activities related to our new facility in Xinyu, China and began start-up activities. This expansion will result in an additional 20,000 metric tons of lithium hydroxide, bringing total site capacity to 30,000 metric tons, with significant volumes expected from the new unit in 2019. |

| • | We entered into a definitive agreement to acquire a 50% interest in Mineral Resources Limited's Wodgina Project in Western Australia and form a joint venture with Mineral Resources Limited to own and operate the Wodgina Project to produce spodumene concentrate and battery grade lithium hydroxide, for a purchase price of $1.15 billion. The joint venture will ultimately construct a battery grade lithium hydroxide plant at the resource site. This transaction is subject to regulatory approvals and other customary closing conditions, and is expected to close in the second half of 2019. |

| • | We received the required environmental approvals from Australian federal and state government for the Company’s proposed Kemerton lithium hydroxide conversion site in Western Australia. This plant will have an initial capacity of 60,000 metric tons of lithium hydroxide with an ability to expand to 100,000 metric tons over time. The commissioning of this site is expected to start in stages during the course of 2021. |

| • | In December 2018, we exercised an $18 million option to purchase undeveloped land with access to a lithium resource in Antofalla, within the Catamarca Province of Argentina from Bolland Minera S.A. We believe this asset could be certified as the largest lithium resource in Argentina. |

Lithium: We expect a similar rate of growth in 2019 as in 2018 in Lithium, led by continued strong demand in battery-grade applications, price improvement and increased conversion capacity.

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

While it is possible oil prices could continue to rebound some in 2019, the short-term impact will be to increase raw material costs.

Offshore well completions lag oil pricing, so any benefit in completion fluid volumes would likely extend throughout the year.

We believe the global supply/demand gap could tighten as demand for existing and possible new uses of bromine expands over time.

Catalysts: We expect to see continued headwinds from rising raw material costs in both our CFT and FCC businesses, similar to 2018.

On April 3, 2018, we completed the Polyolefin Catalysts Divestiture to W.R. Grace & Co. for net cash proceeds of approximately $413.6 million.

We continue to work to reinvigorate the pipeline of new products and services to these markets.

In the first quarter of 2019, we increased our quarterly dividend rate to $0.3675 per share.

During 2018, we received and retired approximately 5.3 million shares of our common stock under our share repurchase program and ASR agreements, and we may periodically repurchase shares in the future on an opportunistic basis as approved by our share repurchase program.

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

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

| | (In thousands, except percentages and per share amounts) | | | | | | | | | | | | | | | | |

| NET SALES | $ | 3,374,950 | | | $ | 3,071,976 | | | $ | 2,677,203 | | | 10 | % | | 15 | % |

| Cost of goods sold | 2,157,694 | | | | 1,965,700 | | | | 1,706,897 | | | | 10 | % | | 15 | % |

| GROSS PROFIT | 1,217,256 | | | | 1,106,276 | | | | 970,306 | | | | 10 | % | | 14 | % |

| Gain on sales of businesses, net | (210,428 | | ) | | — | | | | (122,298 | | ) | | * | | | (100 | )% |

| OPERATING PROFIT | 911,540 | | | | 571,660 | | | | 600,980 | | | | 59 | % | | (5 | )% |

| OPERATING PROFIT MARGIN | 27.0 | | % | | 18.6 | | % | | 22.4 | | % | | | | | | |

| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EQUITY IN NET INCOME OF UNCONSOLIDATED INVESTMENTS | 794,701 | | | | 446,798 | | | | 515,264 | | | | 78 | % | | (13 | )% |

| INCOME FROM CONTINUING OPERATIONS BEFORE EQUITY IN NET INCOME OF UNCONSOLIDATED INVESTMENTS | 649,875 | | | | 14,981 | | | | 419,001 | | | | * | | | (96 | )% |

| NET INCOME FROM CONTINUING OPERATIONS | 739,139 | | | | 99,468 | | | | 478,638 | | | | 643 | % | | (79 | )% |

| Income from discontinued operations (net of tax) | — | | | | — | | | | 202,131 | | | | — | % | | (100 | )% |

| NET INCOME | 739,139 | | | | 99,468 | | | | 680,769 | | | | 643 | % | | (85 | )% |

| NET INCOME FROM CONTINUING OPERATIONS AS A PERCENTAGE OF NET SALES | 21.9 | | % | | 3.2 | | % | | 17.9 | | % | | | | | | |

| Continuing operations | $ | 6.40 | | | $ | 0.49 | | | $ | 3.93 | | | * | | | (88 | )% |

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

[removed: The principal objective of such contracts is to] minimize the financial impact of changes in foreign currency exchange rates.

[removed: Unless otherwise noted,] [added: All other] gains and losses on foreign currency forward contracts [added: not designated as an effective hedging instrument] are recognized [removed: currently] in Other expenses, net, and generally do not have a significant impact on results of operations.

At December 31, [removed: 2018,] [added: 2019,] our financial instruments subject to foreign currency exchange risk consisted of foreign currency forward contracts with an aggregate notional value of [removed: $626.5 million] [added: $1.63 billion] and with a fair value representing a net asset position of [removed: $0.4] [added: $3.8] 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: 2018,] [added: 2019,] 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: $24.4] [added: $35.4] 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: $26.8] [added: $43.8] 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: 2018,] [added: 2019,] without reflecting the effects of underlying anticipated transactions.

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

| [removed: Albemarle] [added: *Albemarle] Corporation and [removed: Subsidiaries] [added: Subsidiaries*] | | |

We had variable interest rate borrowings of [removed: $313.8] [added: $394.0] million and [removed: $426.6] [added: $313.8] million outstanding at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively.

These borrowings represented [removed: 18%] [added: 13%] and [removed: 23%] [added: 18%] of total outstanding debt and bore average interest rates of [removed: 2.85%] [added: 2.46%] and [removed: 1.78%] [added: 2.85%] at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively.

A hypothetical 10% increase (approximately [removed: 29] [added: 25] basis points) in the average interest rate applicable to these borrowings would change our annualized interest expense by approximately [removed: $0.9] [added: $1.0] million as of December 31, [removed: 2018.][added: 2019.]

The principal objective of such contracts is to

In the fourth quarter of 2019, we entered into a foreign currency forward contract to hedge the cash flow exposure of non-functional currency purchases during the construction of the Kemerton plant in Australia.

This contract has been designated as an effective hedging instrument, and beginning the date of designation, gains or losses on the revaluation of this contract to our reporting currency have been and will be recorded in Accumulated other comprehensive loss.

| *Albemarle Corporation and Subsidiaries* | | |

the sale of the Chemetall Surface Treatment business.

We believe that our commercial and geographic diversity, technical expertise, innovative capability, flexible, low-cost global manufacturing base, experienced management team and strategic focus on our core base technologies will enable us to maintain leading [removed: market] positions in those areas of the specialty chemicals industry in which we operate.

As of December 31, [removed: 2018,] [added: 2019,] we served approximately [removed: 2,300] [added: 2,400] customers, none of which individually represents more than 10% of net sales of the Company, in approximately [removed: 100] [added: 75] countries.

[removed: Business Segments][added: Business Segments]

[removed: As a result,] [added: During 2019, we managed and reported] our [added: operations under] three reportable [removed: segments include] [added: segments:] Lithium, Bromine Specialties and Catalysts.

For financial information regarding our reportable segments and geographic area information, see Note [removed: 24,] [added: 25,] “Segment and Geographic Area Information,” to our consolidated financial statements included in Part II, Item 8 of this report.

[removed: Lithium Segment][added: Lithium Segment]

Our Lithium business develops [removed: lithium] [added: lithium-based] materials for a wide range of industries and end markets.

[removed: Competition][added: Competition]

Major competitors in lithium compounds include [removed: Livent Corporation,] Sociedad Quimica y Minera de Chile S.A., Sichuan Tianqi Lithium, [removed: and] Jiangxi Ganfeng [removed: Lithium.][added: Lithium and Livent Corporation.]

In the cesium and other specialty metal business, key competitors include [removed: Cabot Corporation] [added: Sinomine] and Sigma-Aldrich [removed: Corporation.]

| [removed: Albemarle] [added: *Albemarle] Corporation and [removed: Subsidiaries] [added: Subsidiaries*] | | |

[removed: Raw] [added: Raw] Materials and Significant Supply [removed: Contracts][added: Contracts]

In addition, [removed: in December 2018,] we [removed: purchased] [added: own] undeveloped land with access to a lithium resource in Antofalla, within the Catamarca Province of [removed: Argentina from Bolland Minera S.A. If necessary, we can also obtain lithium from other sources.][added: Argentina.]

The amended agreement provides us with sufficient lithium to produce over 80,000 metric tons annually of technical and [removed: battery grade] [added: battery-grade] lithium salts over the next [removed: 25] [added: 24] years at our expanding [removed: battery grade] [added: battery-grade] manufacturing facilities in La Negra, Chile.

Our Silver Peak site covers a surface of [removed: approximately 15,301] [added: over 13,500] acres, 10,826 acres of which we own through a subsidiary.

Based on our [removed: 2018] [added: 2019] production levels, we believe that the amount of lithium brine we can economically obtain from our Silver Peak, Nevada site pursuant to our rights could support the current levels of lithium carbonate production for approximately 20 years.

[removed: The ore] [added: Albemarle’s share of the chemical-grade lithium concentrate] is processed into battery-grade lithium [removed: carbonate and lithium] hydroxide at our Jiangxi and Sichuan, China [removed: facilities.][added: facilities, and lithium carbonate and lithium hydroxide at our tolling partners in China.]

Talison currently sells the lithium concentrate [added: only] to its shareholders.

[removed: Bromine] [added: Bromine] Specialties [removed: Segment][added: Segment]

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

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

[removed: Catalysts Segment][added: Catalysts Segment]

We offer a wide range of HPC products, which are applied throughout the [added: oil] refining industry.

We estimate that there are currently approximately [removed: 565] [added: 600] FCC units being operated globally, each of which requires a constant supply of FCC catalysts.

In addition, we estimate that there are approximately [removed: 3,200] [added: 3,000] HPC units being operated globally, or a capacity of approximately 46 million barrels per day, each of which typically requires replacement HPC catalysts once every one to four years.

On April 3, 2018, we completed the sale of the polyolefin catalysts and components portion of the PCS business (“Polyolefin Catalysts Divestiture”) to W.R. Grace & Co. for net cash proceeds of [added: approximately] $413.6 million.

The transaction included Albemarle’s [removed: Process] [added: Product] Development Center located in Baton Rouge, Louisiana, and operations at [removed: the] [added: our] Yeosu, South Korea site.

The sale did not include [removed: our] [added: the] organometallics or curatives portion of the PCS business.

Our major competitors in the CFT catalysts market include [removed: Criterion] [added: Shell] Catalysts [removed: and] [added: &] Technologies, Advanced Refining Technologies and Haldor Topsoe.

The major raw materials we use in our Catalysts operations include sodium silicate, sodium aluminate, kaolin, aluminum, ethylene, alpha-olefins, isobutylene, toluene and rare earths and metals, such as [added: lanthanum,] molybdenum, nickel and cobalt, most of which are readily available from numerous independent suppliers and are purchased or provided under contracts at prices we believe are competitive.

[removed: Sales,] [added: Sales,] Marketing and [removed: Distribution][added: Distribution]

Complementing this program are regional Albemarle sales [added: and technical] personnel around the world who serve numerous additional customers globally.

We also utilize commissioned sales representatives and specialists in specific market [removed: areas.][added: areas when necessary or required by law.]

[removed: Research] [added: Research] and [removed: Development][added: Development]

[removed: Intellectual Property][added: Intellectual Property]

As of December 31, [removed: 2018,] [added: 2019,] we owned approximately 2,100 active patents and approximately [removed: 600] [added: 550] pending patent applications in key strategic markets worldwide.

[removed: Regulation][added: Regulation]

We finished [removed: 2018] [added: 2019] with an OSHA occupational injury and illness incident rate of [removed: 0.58] [added: 0.35] for Albemarle employees and nested contractors, compared to [removed: 0.63] [added: 0.58] in [removed: 2017.][added: 2018.]

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

[removed: Other] [added: This regulation and other] pending initiatives [removed: potentially] [added: at the U.S. state level, as well as initiatives in Canada, Asia and other regions,] will [added: potentially] require toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used or produced by us.

We believe our purpose is making the world safe and sustainable by powering the potential of people.

On February 5, 2020, the Company announced that Chairman and Chief Executive Officer Luke Kissam had advised the Board of Directors that he will retire from his roles as an officer and director of Albemarle effective June 2020, for health reasons.

The Board of Directors will be conducting a comprehensive search process, which will include internal and external candidates.

Corporation.

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

Following the completion of a chemical-grade concentrate expansion in 2019, Talison’s annual lithium carbonate equivalent production capacity is approximately 160,000 metric tons, along with annual production capacity for 10,000 metric tons of technical-grade lithium concentrate, of which Albemarle’s production share is 50 percent.

On October 31, 2019, we completed the acquisition of a 60% interest in Mineral Resources Limited’s (“MRL”) Wodgina hard rock lithium mine project (“Wodgina Project”) in Western Australia and formed an unincorporated joint venture with MRL, named MARBL Lithium Joint Venture, for the exploration, development, mining, processing and production of lithium and other minerals (other than iron ore and tantalum) from the Wodgina Project and for the operation of the Kemerton lithium hydroxide conversion assets.

Based on current market conditions, MARBL Lithium Joint Venture will idle production of spodumene until market demand supports bringing the mine back into production.

The Kemerton plant is currently scheduled to be commissioned in stages during the first half of 2021, with an initial lithium hydroxide conversion capacity of 50,000 metric tons.

| *Albemarle Corporation and Subsidiaries* | | |

Competition

Raw Materials and Significant Supply Contracts

There were more than 600 refineries world-wide in 2019.

| *Albemarle Corporation and Subsidiaries* | | |

Competition

Raw Materials and Significant Supply Contracts

| *Albemarle Corporation and Subsidiaries* | | |

| *Albemarle Corporation and Subsidiaries* | | |

On October 31, 2019, we completed the acquisition of a 60% interest in MRL’s Wodgina Project in Western Australia and formed an unincorporated joint venture with MRL for the exploration, development, mining, processing and production of lithium and other minerals (other than iron ore and tantalum) from the Wodgina Project and for the operation of the Kemerton assets, for a total purchase price of approximately $1.3 billion, subject to certain adjustments capped at $22.5 million.

As part of this acquisition, MARBL Lithium Operations Pty.

Ltd. (the “Manager”), an incorporated joint venture, was formed to manage the Wodgina Project.

| *Albemarle Corporation and Subsidiaries* | | |

Effective January 1, 2018, the PCS product category merged with our former Refining Solutions reportable segment to form a global business focused on catalysts.

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

In March 2018, we received approval from Chilean Economic Development Agency (“CORFO”) to increase lithium production quota in Chile to as much as 145,000 metric tons of lithium carbonate equivalent annually through 2043, after developing an innovative technology that could lead to a sustainable increase in total lithium production in Chile without the need for additional brine pumping at the Salar de Atacama.

Assuming certain operating conditions are satisfied, the annual lithium carbonate equivalent production capacity at the Talison facility is estimated to be approximately 105,000 metric tons and will be approximately 190,000 metric tons upon completion of an expansion currently underway, with commissioning expected in 2019.

In December 2018, we entered into a definitive agreement to acquire a 50% interest in Mineral Resources Limited's Wodgina hard rock lithium mine project (“Wodgina Project”) and form a joint venture with Mineral Resources Limited to own and operate the Wodgina Project to produce spodumene concentrate and battery grade lithium hydroxide.

Under this agreement, we would jointly fund, design, build and operate a battery grade lithium hydroxide plant in stages at Wodgina, located in the Pilbara region of Western Australia.

This transaction is subject to regulatory approvals and other customary closing conditions, and is expected to close in the second half of 2019.

enclosures for consumer electronics, printed circuit boards, wire and cable products, electrical connectors, textiles and foam insulation.

In 2018, the number of refineries world-wide was approximately 615.

The Polyolefin Catalysts Divestiture reflects the Company’s commitment to investing in the future growth of its high priority businesses and returning capital to shareholders.

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.

In December 2018, we entered into a definitive agreement to acquire a 50% interest in Mineral Resources Limited's Wodgina Project, located in the Pilbara region of Western Australia, and form a joint venture with Mineral Resources Limited to own and operate the Wodgina Project to produce spodumene concentrate and battery grade lithium hydroxide, for a purchase price of $1.15 billion.

On April 3, 2018, we completed the Polyolefin Catalysts Divestiture to W.R. Grace & Co. for net cash proceeds of approximately $413.6 million.

The transaction includes Albemarle’s Product Development Center located in Baton Rouge, Louisiana, and operations at our Yeosu, South Korea site.

The sale does not include the organometallics or curatives portion of the PCS business.

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. (“Jiangli New Materials”) 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.

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

The Chemetall Surface Treatment business was originally part of our previously reported 2015 acquisition of Rockwood Holdings, Inc. (“Rockwood”).

On January 4, 2016, we completed the sale of our metal sulfides business to Treibacher Industrie AG for net proceeds of approximately $137 million.

Included in the transaction were sites in Vienna and Arnoldstein, Austria, and Tribotecc’s proprietary sulfide synthesis process.

On February 1, 2016, we completed the sale of our minerals-based flame retardants and specialty chemicals business to Huber Engineered Materials, a division of J.M. Huber Corporation, for net proceeds of approximately $187 million.

The transaction included Albemarle’s Martinswerk GmbH subsidiary and manufacturing facility located in Bergheim, Germany, and Albemarle’s 50% ownership interest in Magnifin Magnesiaprodukte GmbH, a joint-venture with Radex Heraklith Industriebeteiligung AG at Breitenau, Austria.

We also are unable to predict what, if any, action may be taken by the DOJ, the SEC or DPP, or what [added: penalties or remedial actions they may seek to impose.]

| | | |

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

| Albemarle Corporation and Subsidiaries | | |

penalties or remedial actions they may seek to impose.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

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

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

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

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

[removed: For] [added: For] the transition period [removed: from to][added: from to]

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

[removed: ALBEMARLE CORPORATION][added: ALBEMARLE CORPORATION]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

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

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

[removed: 4250] [added: 4250] Congress Street, Suite [removed: 900][added: 900]

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

[removed: (Address] [added: (Address] of principal executive offices) (Zip [removed: Code)][added: Code)]

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

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

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

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

Yes [removed: x] [added: ☒] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: x][added: ☒]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its Corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

| Large accelerated filer | | [removed: x] [added: ☒] | | Accelerated filer | | [removed: ¨] [added: ☐] |

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

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

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately [removed: $10.2] [added: $7.5] billion based on the last reported sale price of common stock on June 30, [removed: 2018,] [added: 2019,] the last business day of the registrant’s most recently completed second quarter.

Number of shares of common stock outstanding as of February [removed: 20, 2019: 105,753,864][added: 18, 2020: 106,206,157]

[removed: Documents] [added: Documents] Incorporated by [removed: Reference][added: Reference]

Portions of Albemarle Corporation’s definitive Proxy Statement for its [removed: 2019] [added: 2020] Annual Meeting of Shareholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this Form 10-K.

| [removed: Albemarle] [added: *Albemarle] Corporation and [removed: Subsidiaries] [added: Subsidiaries*] | | |

[removed: Index] [added: Index] to Form [removed: 10-K][added: 10-K]

[removed: Year Ended December] [added: Year Ended December] 31, [removed: 2018][added: 2019]

| | | [removed: Page] [added: Page] |

[removed: | [PART I](#s7312871EF7E110F229AA17D030B75D0B) | | |][added: PART I]

| [Item [removed: 1.](#s7D41ED81697459AE655017D030D9EAF2)] [added: 1.](#s86383EF4165550A3B332E1CA0A90DCDD)] | [removed: [Business](#s7D41ED81697459AE655017D030D9EAF2)] [added: [Business](#s86383EF4165550A3B332E1CA0A90DCDD)] | [removed: [3](#s7D41ED81697459AE655017D030D9EAF2)] [added: [3](#s86383EF4165550A3B332E1CA0A90DCDD)] |

| [Item [removed: 1A.](#s88C2AA980D4E624FC58517D0310A0817)] [added: 1A.](#s9F4B2C95C12550909008BD06BE619F0F)] | [Risk [removed: Factors](#s88C2AA980D4E624FC58517D0310A0817)] [added: Factors](#s9F4B2C95C12550909008BD06BE619F0F)] | [removed: [9](#s88C2AA980D4E624FC58517D0310A0817)] [added: [9](#s9F4B2C95C12550909008BD06BE619F0F)] |

| [Item [removed: 1B.](#s6EA128EBEAF8BADFA52F17D0312D72D9)] [added: 1B.](#s14A33CCABF8A58EE9F8FCEB53AC4F818)] | [Unresolved Staff [removed: Comments](#s6EA128EBEAF8BADFA52F17D0312D72D9)] [added: Comments](#s14A33CCABF8A58EE9F8FCEB53AC4F818)] | [removed: [22](#s6EA128EBEAF8BADFA52F17D0312D72D9)] [added: [22](#s14A33CCABF8A58EE9F8FCEB53AC4F818)] |

| [Item [removed: 2.](#s7E48D88FF61ED58EB7FF17D0315F9FD6)] [added: 2.](#s84488825F9875C6D84941BA03FFB983A)] | [removed: [Properties](#s7E48D88FF61ED58EB7FF17D0315F9FD6)] [added: [Properties](#s84488825F9875C6D84941BA03FFB983A)] | [removed: [22](#s7E48D88FF61ED58EB7FF17D0315F9FD6)] [added: [23](#s84488825F9875C6D84941BA03FFB983A)] |

| [Item [removed: 3.](#sB68E4028EA547728684317D03180FC31)] [added: 3.](#s8733DF21D7E2585DB20BB93D40221EE5)] | [Legal [removed: Proceedings](#sB68E4028EA547728684317D03180FC31)] [added: Proceedings](#s8733DF21D7E2585DB20BB93D40221EE5)] | [removed: [24](#sB68E4028EA547728684317D03180FC31)] [added: [25](#s8733DF21D7E2585DB20BB93D40221EE5)] |

or

| | | | | |

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

| | | | | |

Yes ☒ No ☐

Yes ☒ No ☐

Yes ☐ No ☒

| [PART II](#s348DCD2C3F485A3AAB3A28371BB9B076) | | |

| [PART IV](#s07856ECFC5915B5F8718572CCF5608AB) | | |

| | [Signatures](#sD0EC45E4C4C857B8A09ACB3A30945743) | [114](#sD0EC45E4C4C857B8A09ACB3A30945743) |

| *Albemarle Corporation and Subsidiaries* | | |

10-K 1 a1231201810-kdocument.htm 10-K

or

| | | |

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

| [PART II](#s19E5FF8BBF5FF4C9233117D03204A502) | | |

| [PART IV](#sD940F3DDB4903C3B88C117D03D693249) | | |

| | [Signatures](#s43961F6DAEA4189D668517D03DDE5906) | [121](#s43961F6DAEA4189D668517D03DDE5906) |

During [removed: 2018,] [added: 2019,] the Company’s manufacturing plants operated at approximately [removed: 78%] [added: 80%] capacity, in the aggregate.

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

| [removed: Albemarle] [added: *Albemarle] Corporation and [removed: Subsidiaries] [added: Subsidiaries*] | | |

| Kings Mountain, North Carolina | | Lithium | | Production of technical and [removed: battery grade] [added: battery-grade] lithium hydroxide, lithium salts and [removed: battery grade] [added: battery-grade] lithium metal products | | Owned |

| Pasadena, Texas | | Catalysts; All Other | | Production of aluminum alkyls, [removed: alkenyl succinic anhydride,] orthoalkylated anilines, and other specialty chemicals | | Owned |

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

| Wodgina, Australia(a) | | Lithium | | Production of lithium spodumene minerals | | Owned 60% via an undivided interest, with MRL, our co-participant in the MARBL joint venture, owning the remaining 40% |

| *Albemarle Corporation and Subsidiaries* | | |

| | | | | | | |

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

| (a) | Based on current market conditions, the Wodgina mine has idled production of spodumene until market demand supports bringing the mine back into production. |

| --- | --- |

| | |

[removed: Executive] [added: Executive] Officers of the [removed: Registrant.][added: Registrant.]

The names, ages and biographies of our executive officers, as of February [removed: 20, 2019,] [added: 18, 2020,] 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: 7, 2019).][added: 5, 2020).]

| [removed: Name] [added: Name] | | [removed: Age] [added: Age] | | [removed: Position] [added: Position] |

| Luther C. Kissam IV | | [removed: 54] [added: 55] | | Chairman, President and Chief Executive Officer |

| Karen G. Narwold | | [removed: 59] [added: 60] | | Executive Vice President, Chief Administrative Officer, Corporate Secretary |

| Scott A. Tozier | | [removed: 53] [added: 54] | | Executive Vice President, Chief Financial Officer |

| [removed: Donald J. LaBauve, Jr.] [added: John C. Barichivich III] | | 52 | | Vice President, Corporate Controller, Chief Accounting Officer |

[removed: Luther] [added: Luther] C.

Kissam [removed: IV] [added: IV] was elected as Chairman of the Board of Directors in November 2016.

He was elected as Chief Executive Officer effective September [removed: 2011 and as our President effective May 2013.]

Previously, Mr. Kissam served as [removed: President from March 2010 until March 2012,] Executive Vice President, Manufacturing, Law and HS&E from May 2009 until March 2010, and as Senior Vice President, Manufacturing and Law and Corporate Secretary from January 2008 until May 2009.

[removed: Karen] [added: Karen] G.

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

[removed: Scott] [added: Scott] A.

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

| [removed: Albemarle] [added: *Albemarle] Corporation and [removed: Subsidiaries] [added: Subsidiaries*] | | |

[removed: PART II][added: PART II]

| Raphael Crawford | | 44 | | President, Catalysts Global Business Unit |

| Netha Johnson | | 49 | | President, Bromine Specialties Global Business Unit |

| DeeAnne Marlow | | 54 | | Senior Vice President, Chief Human Resources Officer |

| Eric Norris | | 53 | | President, Lithium Global Business Unit |

| David Ryan | | 50 | | Vice President, Corporate Strategy and Investor Relations |

2011 and as our President effective March 2010.

Mr. Kissam joined the Specialty Products Advisory Committee in April 2018 and has served as an ex-officio member of the DowDuPont Board since that time.

Mr. Kissam was appointed to the Board of Directors of DuPont in June 2019.

On February 4, 2020, Mr. Kissam advised the Board of Directors that he will retire from his roles as an officer and director of Albemarle effective June 2020, for health reasons.

John C.

Barichivich III was elected Vice President, Corporate Controller and Chief Accounting Officer effective November 2019.

Mr. Barichivich has worked for the Company for over 12 years holding various staff and leadership positions of increasing responsibility.

Most recently, Mr. Barichivich served as Chief Financial Officer Vice President Finance, Purchasing, and S&OP Catalysts GBU since February 2019.

Between January 2016 and February 2019, Mr. Barichivich acted as Vice President - Finance, Bromine Specialties global business unit, and he previously served as Vice President of Finance, Catalysts global business unit from September 2012 until December 2015.

Mr. Barichivich was also the Director of Finance for the Albemarle shared service centers and he started his career with Albemarle as the Operations Controller for the Polymer Solutions business.

Prior to Albemarle, Mr. Barichivich held a number of positions, including Director of Finance at the Home Depot, CFO Sensors SBE at PerkinElmer, and Manager of FP&A at General Electric.

Mr. Barichivich began his 27 year career at Georgia Pacific, where he worked as an internal auditor and was a financial analyst supporting the restructuring of the Distribution Division.

Raphael Crawford was appointed President, Catalysts Global Business Unit in 2018.

Mr. Crawford joined Albemarle in 2012 as Vice President of the Performance Catalysts Solutions unit, and the additional responsibility of Managing Director for Rockwood Lithium GbmH after the Rockwood acquisition.

In 2015, Mr. Crawford was appointed President of the Bromine Specialties business unit until being named to his current role.

Prior to Albemarle, Mr. Crawford served as the Director of Global Marketing and Business Development for Dow Coating Materials, a global business unit of The Dow Chemical Company.

He also served as the Global Commercial Director and Global Asset Director for Dow Water and Process Solutions, following the acquisition of Rohm and Haas Company.

Previously, Crawford held various strategic marketing and commercial roles at Rohm and Haas.

Prior to Rohm and Haas, Mr. Crawford worked at Campbell Soup Company as a Marketing Manager.

He began his career at SNET Telecommunications where he served in several capacities including new ventures, finance and marketing.

Mr. Crawford currently serves on the Association of American Fuel & Petrochemical Manufacturers (AFPM) Board of Directors, where he has served as chairman of the Petrochemical Members Committee and has been elected to a member of the Executive Committee starting in 2020.

| | | |

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

| | | |

| *Albemarle Corporation and Subsidiaries* | | |

| | | |

Netha Johnson joined Albemarle as President, Bromine Global Business Unit in 2018.

Mr. Johnson has more than 20 years of diverse leadership experience, both domestically and internationally, including having worked extensively in Singapore, Malaysia, Taiwan, Japan and Germany.

Prior to joining Albemarle, Mr. Johnson served in several progressive leadership roles with 3M Company.

Most recently, he served as Vice President and General Manager, Electrical Markets Division, where he was directly responsible for 3M’s electrical and renewable energy solutions.

Prior to that, he served as 3M’s Vice President, Advanced Materials Division.

In this role, he was responsible for three distinct businesses comprising the Advanced Material division, which provided world-leading, innovative solutions in fluoropolymer chemicals, advanced ceramics and light-weighting materials.

Preceding his business career, Mr. Johnson served as a U.S. Naval Officer.

DeeAnne Marlow joined Albemarle in 2018 as Senior Vice President, Chief Human Resources Officer.

In this role, she is responsible for leading the execution of the Human Resources’ strategic plan and key initiatives with an emphasis on business partnerships, talent acquisition and development, compensation and benefits, inclusion and diversity programs, and HR operations.

Mr. Kissam serves on the Advisory Committee of the Specialty Products Division at DowDupont since June 2018.

Donald J.

LaBauve Jr. was elected Vice President, Corporate Controller effective February 2013, and Chief Accounting Officer effective February 2014, after having previously served as Vice President, Finance - Business Operations since April

2009.

Mr. LaBauve served as Chief Financial Officer, Fine Chemistry from April 2007 until April 2009, and prior to that time held the role of Controller, Polymer Solutions from January 2006 through March 2007.

Since joining the Company in 1990, Mr. LaBauve has held various staff and leadership positions of increasing responsibility within the finance function, including an assignment to our European headquarters in Belgium in April 2000, where he held the regional finance leadership role from July 2002 through June 2005.

Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “ALB.” There were [removed: 105,753,864] [added: 106,206,157] shares of common stock held by [removed: 2,444] [added: 2,349] shareholders of record as of February [removed: 20, 2019.][added: 18, 2020.]

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

The graph below shows the cumulative total shareholder return assuming the investment of $100 in our common stock on December 31, [removed: 2013] [added: 2014] and the reinvestment of all dividends thereafter.

| [removed: Albemarle] [added: *Albemarle] Corporation and [removed: Subsidiaries] [added: Subsidiaries*] | | |

[removed: ][added: ]

On February 26, 2019, we declared a dividend of $0.3675 per share of common stock, payable April 1, 2019.

The following table summarizes our repurchases of equity securities for the three-month period ended December 31, 2018:

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

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

| Period | | Total Number of Shares Repurchased | | | Average Price Paid Per Share | | | | Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs(a) | | | Maximum Number of Shares that May Yet Be Repurchased Under the Plans or Programs | |

| October 1, 2018 to October 31, 2018 | | — | | | $ | — | | | — | | | 7,993,299 | |

| November 1, 2018 to November 30, 2018 | | — | | | — | | | | — | | | 7,993,299 | |

| December 1, 2018 to December 31, 2018(b) | | 597,036 | | | 96.83 | | | | 597,036 | | | 7,396,263 | |

| Total | | 597,036 | | | | | | | 597,036 | | | | |

| | |

| --- | --- |

| (a) | Our stock repurchase plan, which was authorized by our Board of Directors, permits the Company to repurchase up to a maximum of 15,000,000 shares. The stock repurchase plan will expire when we have repurchased all shares authorized for repurchase thereunder, unless the stock repurchase plan is earlier terminated by action of our Board of Directors or further shares are authorized for repurchase. |

| (b) | In the third quarter of 2018, we paid $250 million under the accelerated share repurchase (“ASR”) agreement. Under the terms of the agreement, in December 2018, the ASR agreement was completed and we received and retired a final settlement of 597,036 shares. The Average Price Paid Per Share was calculated using the daily Rule 10b-18 volume-weighted average prices of our common stock over the term of the ASR agreement, less an agreed discount. See Note 5, “Earnings Per Share,” to our consolidated financial statements included in Part II, Item 8 of this report. |

The information for the five years ended December 31, [removed: 2018,] [added: 2019,] is contained in the “Five-Year Summary” included in Part IV, Item 15, Exhibit 99.1 and incorporated herein by reference.

[removed: MANAGEMENT’S] [added: MANAGEMENT’S] REPORT ON INTERNAL CONTROL OVER FINANCIAL [removed: REPORTING][added: REPORTING]

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: 2018.][added: 2019.]

In making this assessment, management used the criteria for effective internal control over financial reporting described in the [removed: Internal] [added: *Internal] Control—Integrated [removed: Framework 2013] [added: Framework* *2013*] set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the assessment, management concluded that, as of December 31, [removed: 2018,] [added: 2019,] our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

| [removed: Albemarle] [added: *Albemarle] Corporation and [removed: Subsidiaries] [added: Subsidiaries*] | | |

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the accompanying consolidated balance sheets of Albemarle Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the related consolidated statements of income, comprehensive [removed: income (loss),] [added: income,] changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control—Integrated [removed: Framework (2013)] [added: Framework* (*2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018] [added: 2019] 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: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control—Integrated [removed: Framework (2013)] [added: Framework* (*2013)*] issued by the COSO.

[removed: Change] [added: Change] in Accounting [removed: Principle][added: Principle]

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for [added: leases in 2019 and the manner in which it accounts for] revenues [removed: from contracts] with [added: contracts from] customers in 2018.

[removed: Basis] [added: Basis] for [removed: Opinions][added: Opinions]

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial [removed: reporting] [added: reporting,] and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

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

| [removed: CONSOLIDATED] [added: CONSOLIDATED] STATEMENTS OF [removed: INCOME] [added: INCOME] | | |

| [removed: (In] [added: *(In] Thousands, Except Per Share [removed: Amounts)] [added: Amounts)*] | | | | | | | | | | | |

| [removed: Year] [added: Year] Ended December [removed: 31] [added: 31] | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| Net sales | $ | [removed: 3,374,950] [added: 3,589,427] | | | $ | [removed: 3,071,976] [added: 3,374,950] | | | $ | [removed: 2,677,203] [added: 3,071,976] | |

| Cost of goods sold | [removed: 2,157,694] [added: 2,331,649] | | | | [removed: 1,965,700] [added: 2,157,694] | | | | [removed: 1,706,897] [added: 1,965,700] | | |

| Gross profit | [removed: 1,217,256] [added: 1,257,778] | | | | [removed: 1,106,276] [added: 1,217,256] | | | | [removed: 970,306] [added: 1,106,276] | | |

| Selling, general and administrative expenses | [removed: 446,090] [added: 533,368] | | | | [removed: 450,286] [added: 446,090] | | | | [removed: 353,765] [added: 450,286] | | |

| Research and development expenses | [removed: 70,054] [added: 58,287] | | | | [removed: 84,330] [added: 70,054] | | | | [removed: 80,475] [added: 84,330] | | |

| Acquisition and integration related [removed: costs] [added: costs(b)] | — | | | | — | | | | [removed: 57,384] [added: —] | | | [added: | — | | | | — | | | | 20,684 | | | | 20,684 | | |]

| Operating profit | [removed: 911,540] [added: 666,123] | | | | [removed: 571,660] [added: 911,540] | | | | [removed: 600,980] [added: 571,660] | | |

| Interest and financing expenses | [removed: (52,405] [added: (57,695] | | ) | | [removed: (115,350] [added: (52,405] | | ) | | [removed: (65,181] [added: (115,350] | | ) |

| Other expenses, net | [removed: (64,434] [added: (45,478] | | ) | | [removed: (9,512] [added: (64,434] | | ) | | [removed: (20,535] [added: (9,512] | | ) |

| Income [removed: from continuing operations] before income taxes and equity in net income of unconsolidated investments | [removed: 794,701] [added: 562,950] | | | | [removed: 446,798] [added: 794,701] | | | | [removed: 515,264] [added: 446,798] | | |

| Income tax expense | [removed: 144,826] [added: 88,161] | | | | [removed: 431,817] [added: 144,826] | | | | [removed: 96,263] [added: 431,817] | | |

| Income [removed: from continuing operations] before equity in net income of unconsolidated investments | [removed: 649,875] [added: 474,789] | | | | [removed: 14,981] [added: 649,875] | | | | [removed: 419,001] [added: 14,981] | | |

| Equity in net income of unconsolidated investments (net of tax) | [removed: 89,264] [added: 129,568] | | | | [removed: 84,487] [added: 89,264] | | | | [removed: 59,637] [added: 84,487] | | |

| Net income [removed: from continuing operations] | [removed: 739,139] [added: 604,357] | | | | [removed: 99,468] [added: 739,139] | | | | [removed: 478,638] [added: 99,468] | | |

| Net income | [removed: 739,139] [added: $] | [added: 604,357] | | | [removed: 99,468] [added: $] | [added: 739,139] | | | [removed: 680,769] [added: $] | [added: 99,468] | |

| Net income attributable to noncontrolling interests | [removed: (45,577] [added: (71,129] | | ) | | [removed: (44,618] [added: (45,577] | | ) | | [removed: (37,094] [added: (44,618] | | ) |

| Net income attributable to Albemarle Corporation | $ | [removed: 693,562] [added: 533,228] | | | $ | [removed: 54,850] [added: 693,562] | | | $ | [removed: 643,675] [added: 54,850] | |

| [removed: Basic] [added: Basic] earnings per [removed: share:] [added: share] | | | | | | | | | | | |

| [removed: Diluted] [added: Diluted] earnings per [removed: share:] [added: share] | | | | | | | | | | | |

Our management's assessment of internal control over financial reporting as of December 31, 2019 excludes the 60% ownership interest in the MARBL Lithium Joint Venture because it was formed as part of a purchase business combination of 60% ownership interest in Mineral Resources Limited’s (“MRL”) Wodgina hard rock lithium mine project (“Wodgina Project”) during 2019.

The MARBL Lithium Joint Venture is consolidated at our proportionate share, whose proportionate assets represent 18% of the related consolidated financial statement amounts as of December 31, 2019.

| February 26, 2020 |

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded the MARBL joint venture from its assessment of internal control over financial reporting as of December 31, 2019, because it was formed as part of a purchase business combination of 60% ownership interest in Mineral Resources Limited’s (“MRL”) Wodgina hard rock lithium mine project (“Wodgina Project”) during 2019.

We have also excluded the MARBL joint venture from our audit of internal control over financial reporting The MARBL joint venture is a 60% owned subsidiary whose proportionate assets excluded from management’s assessment and our audit of internal control over financial reporting represent 18% of the related consolidated financial statement amount as of December 31, 2019.

| *Albemarle Corporation and Subsidiaries* | | |

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

*Valuation of Acquired Mineral Reserves*

As described in Notes 1 and 2 to the consolidated financial statements, on October 31, 2019, the Company completed the acquisition of a 60% ownership interest in MRL’s Wodgina Project creating a joint venture named MARBL for net consideration of $1,324 million, resulting in approximately $1,005 million of mineral reserves being recorded.

The fair value of the mineral reserves is determined using an excess earnings approach, which requires management to estimate future cash flows, net of capital investments in the specific operation.

Management’s cash flow projections involved the use of significant estimates and assumptions with respect to the expected production of the mine over the estimated time period, sales prices, shipment volumes, and expected profit margins.

The present value of the projected net cash flows represents the preliminary fair value assigned to mineral reserves.

The discount rate is a significant assumption used in the valuation model.

The principal considerations for our determination that performing procedures relating to the valuation of acquired mineral reserves is a critical audit matter are (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the fair value measurement of acquired mineral reserves due to the significant amount of judgment by management when developing the estimate; (ii) significant audit effort was required in evaluating the significant assumptions relating to the estimate, such as the expected production of the mine over the estimated time period, sales prices, shipment volumes, expected profit margins and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the valuation of the mineral reserves, including the assumptions relating to the expected production of the mine over the estimated time period, sales prices, shipment volumes, expected profit margins and the discount rate.

These procedures also included (i) comparing expected production of the mine and shipment volumes to geologist reports related to the ore reserve estimates and information supporting management’s expected extraction of these reserves over the estimated time period; (ii) comparing estimated sales prices to industry projections and other forecast information prepared by the Company; and (iii) comparing expected profit margins to information used by management to support these inputs and assumptions such as benchmarking data, comparisons to other similar operations within the Company, and analysis of specific contracts to determine whether operating expenses were based on supportable costs.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Company’s discounted cash flow model and the reasonableness of certain significant assumptions, including the discount rate.

| *Albemarle Corporation and Subsidiaries* | | |

| February 26, 2020 |

| *Albemarle Corporation and Subsidiaries* | | |

| *Albemarle Corporation and Subsidiaries* | | |

| Cash flow hedge | 4,847 | | | | — | | | | — | | |

| *Albemarle Corporation and Subsidiaries* | | |

| Cash and cash equivalents | $ | 613,110 | | | $ | 555,320 | |

| Total assets | $ | 9,860,863 | | | $ | 7,581,674 | |

| Current operating lease liability | 23,137 | | | | — | | |

| *Albemarle Corporation and Subsidiaries* | | |

| Balance at January 1, 2019 | | 105,616,028 | | | $ | 1,056 | | | $ | 1,368,897 | | | $ | (350,682 | ) | | $ | 2,566,050 | | | $ | 3,585,321 | | | $ | 173,787 | | | $ | 3,759,108 | |

| Net income | | | | | | | | | | | | | | | | | 533,228 | | | | 533,228 | | | | 71,129 | | | | 604,357 | | |

| Other comprehensive loss | | | | | | | | | | | | | (45,053 | | ) | | | | | | (45,053 | | ) | | (467 | | ) | | (45,520 | | ) |

| Cash dividends declared, $1.47 per common share | | | | | | | | | | | | | | | | | (155,800 | | ) | | (155,800 | | ) | | (83,187 | | ) | | (238,987 | | ) |

| Exercise of stock options | | 161,909 | | | 2 | | | | 4,812 | | | | | | | | | | | | 4,814 | | | | | | | | 4,814 | | |

| Increase in ownership interest of noncontrolling interest | | | | | | | | | (513 | | ) | | | | | | | | | | (513 | | ) | | 68 | | | | (445 | | ) |

| Balance at December 31, 2019 | | 106,040,215 | | | $ | 1,061 | | | $ | 1,383,446 | | | $ | (395,735 | ) | | $ | 2,943,478 | | | $ | 3,932,250 | | | $ | 161,330 | | | $ | 4,093,580 | |

| *Albemarle Corporation and Subsidiaries* | | |

| Gain on sale of business | — | | | | (210,428 | | ) | | — | | |

| Gain on sale of property | (14,411 | | ) | | — | | | | — | | |

| February 27, 2019 |

| | | |

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

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

| Gain on sales of businesses, net | (210,428 | | ) | | — | | | | (122,298 | | ) |

| Income from discontinued operations (net of tax) | — | | | | — | | | | 202,131 | | |

| Continuing operations | $ | 6.40 | | | $ | 0.49 | | | $ | 3.93 | |

| Discontinued operations | — | | | | — | | | | 1.80 | | |

| | $ | 6.40 | | | $ | 0.49 | | | $ | 5.73 | |

| Continuing operations | $ | 6.34 | | | $ | 0.49 | | | $ | 3.90 | |

| Discontinued operations | — | | | | — | | | | 1.78 | | |

| | $ | 6.34 | | | $ | 0.49 | | | $ | 5.68 | |

| | | | | | | | |

| Assets held for sale | — | | | | 39,152 | | |

| Noncurrent assets held for sale | — | | | | 139,813 | | |

| Liabilities held for sale | — | | | | 1,938 | | |

| Noncurrent liabilities held for sale | — | | | | 614 | | |

| 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 | | |

| Cash dividends declared, $1.22 per common share | | | | | | | | | | | | | | | | | (137,151 | | ) | | (137,151 | | ) | | (35,855 | | ) | | (173,006 | | ) |

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

| Tax benefit related to stock plans | | | | | | | | | 1,811 | | | | | | | | | | | | 1,811 | | | | | | | | 1,811 | | |

| 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 | |

| Cash and cash equivalents at beginning of year | $ | 1,137,303 | | | $ | 2,269,756 | | | $ | 213,734 | |

| Gain on sales of businesses, net | (210,428 | | ) | | — | | | | (510,278 | | ) |

| Cash payments related to acquisitions and other | — | | | | — | | | | (81,987 | | ) |

Discontinued Operations

A component or group of components that is classified as held for sale or that has been disposed of by sale, and which represents a strategic shift that has or will have a major effect on our operations and financial results, is reported as discontinued operations beginning in the period when these criteria are met.

Our assets and liabilities held for sale at December 31, 2017 related to the polyolefin catalysts and components business did not meet the criteria to be presented as discontinued operations.

On December 14, 2016, the Company closed the sale of the Chemetall Surface Treatment business to BASF SE.

In accordance with the applicable accounting guidance, the Company began accounting for this business as discontinued operations in the consolidated statements of income and excluded the business from segment results for the year ended December 31, 2016.

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

Income tax expense for the year ended December 31, 2017 includes expense of $5.1 million due to an adjustment in the Company’s deferred tax liabilities for basis differences in Chilean fixed assets related to the year ended December 31, 2016.

The Company does not believe this adjustment is material to the consolidated financial statements for the years ended December 31, 2017 or 2016.

occur frequently and are generally not built into our contracts.

prevention and control facilities and other administrative costs.

The updated Improvement Scale incorporates an additional year of mortality (2016).

simulation model.

Management’s assertion of indefinite reinvestment of undistributed foreign earnings was unchanged within the measurement period ending December 22, 2018, as allowed under Staff Accounting Bulletin (“SAB”) 118.

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]

[removed: Design] [added: Design] and Evaluation of Internal Control over Financial [removed: Reporting][added: Reporting]

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

Based on the assessment, management concluded that, as of December 31, [removed: 2018,] [added: 2019,] 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: 2018] [added: 2019] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

No [removed: change] [added: other changes] 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: 2018] [added: 2019] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company has begun the implementation of a new enterprise resource platform system to increase the overall efficiency and productivity of our processes, which has resulted in changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) throughout the implementation process in 2019.

[removed: PART III][added: PART III]

| | | |

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

| | | |

| *Albemarle Corporation and Subsidiaries* | | |

[removed: Code] [added: Code] of [removed: Conduct][added: Conduct]

The Albemarle Code of Conduct is available on our website, [removed: www.albemarle.com.][added: *www.albemarle.com*.]

[removed: New] [added: New] York Stock Exchange [removed: Certifications][added: Certifications]

Our Chief Executive Officer made his annual certification to that effect to the NYSE as of June [removed: 7, 2018.][added: 3, 2019.]

| | | |

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

| Albemarle Corporation and Subsidiaries | | |

[removed: PART IV][added: PART IV]

(a)(1) The following consolidated financial and informational statements of the registrant are included in Part II Item 8 on pages [removed: 58] [added: 51] to [removed: 113:][added: 106:]

Consolidated Balance Sheets as of December 31, [removed: 2018] [added: 2019] and [removed: 2017][added: 2018]

Consolidated Statements of Income, Comprehensive Income, Changes in Equity and Cash Flows for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]

| [2.1](http://www.sec.gov/Archives/edgar/data/915913/000119312514272361/d758511dex21.htm) | | [Agreement and Plan of Merger, dated as of July 15, 2014, among Albemarle Corporation, Albemarle Holdings Corporation and Rockwood Holdings, Inc. \[filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on July 18, 2014, and incorporated herein by [removed: reference\].](#s2CC906191A87F0A78C9317D03D8CE8DD)] [added: reference\].](#s57D9165AFB8259BFAA262E1836E4A0E7)] |

| [removed: Albemarle] [added: *Albemarle] Corporation and [removed: Subsidiaries] [added: Subsidiaries*] | | |

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/915913/000119312504170829/dex41.htm)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/915913/000119312517168690/d586786dex31.htm)] | | [Amended and Restated Articles of Incorporation [removed: (including Amendment thereto)] of Albemarle Corporation \[filed as Exhibit [removed: 4.1] [added: 3.1] to the Company’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-3] [added: 8-K] (No. [removed: 333-119723)] [added: 1-12658)] filed on [removed: October 13, 2004,] [added: May 12, 2017,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312504170829/dex41.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312517168690/d586786dex31.htm)] |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/915913/000119312517168690/d586786dex31.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/915913/000091591319000078/exhibit310630201910q.htm)] | | [Amended and Restated [removed: Articles of Incorporation] [added: Bylaws, effective July 23, 2019,] of Albemarle Corporation \[filed as Exhibit 3.1 to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (No. 1-12658) filed on [removed: May 12, 2017,] [added: August 7, 2019,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312517168690/d586786dex31.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591319000078/exhibit310630201910q.htm)] |

| [removed: [3.3](http://www.sec.gov/Archives/edgar/data/915913/000119312517168690/d586786dex32.htm)] [added: [#10.23](http://www.sec.gov/Archives/edgar/data/915913/000119312506255273/dex109.htm)] | | [Amended and Restated [removed: Bylaws, effective May 12, 2017, of] Albemarle Corporation [added: Benefits Protection Trust, effective as of December 13, 2006] \[filed as Exhibit [removed: 3.2] [added: 10.9] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: May 12, 2017,] [added: December 18, 2006,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312517168690/d586786dex32.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312506255273/dex109.htm)] |

| [removed: [#10.4](http://www.sec.gov/Archives/edgar/data/915913/000119312513074383/d490736dex101.htm)] [added: [#10.4](http://www.sec.gov/Archives/edgar/data/915913/000119312516490189/d152956dex101.htm)] | | [removed: [Notice] [added: [Form] of [added: Notice of] Option Grant [added: under the Albemarle Corporation 2008 Incentive Plan] \[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: February 25, 2013,] [added: March 2, 2016,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312513074383/d490736dex101.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312516490189/d152956dex101.htm)] |

| [removed: [#10.5](http://www.sec.gov/Archives/edgar/data/915913/000119312514077367/d688040dex101.htm)] [added: [#10.5](http://www.sec.gov/Archives/edgar/data/915913/000119312516490189/d152956dex103.htm)] | | [removed: [Notice] [added: [Form] of [removed: Option Grant] [added: Notice of TSR Performance Unit Award] \[filed as Exhibit [removed: 10.1] [added: 10.3] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: February 28, 2014,] [added: March 2, 2016,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312514077367/d688040dex101.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312516490189/d152956dex103.htm)] |

| [removed: [#10.6](http://www.sec.gov/Archives/edgar/data/915913/000093244015000086/ex10-1_483393.htm)] [added: [#10.9](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1020331201810q.htm)] | | [removed: [Notice] [added: [Form] of [added: Notice of] Option Grant [added: under the Albemarle Corporation 2017 Incentive Plan] \[filed as Exhibit [removed: 10.1] [added: 10.2] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (No. 1-12658) filed on [removed: March 2, 2015,] [added: May 9, 2018,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000093244015000086/ex10-1_483393.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1020331201810q.htm)] |

| [removed: [#10.7](http://www.sec.gov/Archives/edgar/data/915913/000119312516490189/d152956dex101.htm)] [added: [#10.7](http://www.sec.gov/Archives/edgar/data/915913/000119312516789226/d307006dex105.htm)] | | [removed: [Notice] [added: [Form] of [removed: Option Grant] [added: Notice of TSR Performance Unit Award under the Albemarle Corporation 2008 Incentive Plan] \[filed as Exhibit [removed: 10.1] [added: 10.5] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: March 2,] [added: December 9,] 2016, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312516490189/d152956dex101.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312516789226/d307006dex105.htm)] |

| [removed: [#10.8](http://www.sec.gov/Archives/edgar/data/915913/000119312516490189/d152956dex102.htm)] [added: [#10.6](http://www.sec.gov/Archives/edgar/data/915913/000119312516789226/d307006dex104.htm)] | | [removed: [Notice] [added: [Form Notice] of Restricted Stock Unit Award [added: under the Albemarle Corporation 2008 Incentive Plan] \[filed as Exhibit [removed: 10.2] [added: 10.4] to the Company’s Current Report on Form 8-K (No. 1-12658) filed on [removed: March 2,] [added: December 9,] 2016, and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312516490189/d152956dex102.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312516789226/d307006dex104.htm)] |

| [removed: [#10.9](http://www.sec.gov/Archives/edgar/data/915913/000119312516490189/d152956dex103.htm)] [added: [#10.8](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1010331201810q.htm)] | | [removed: [Notice] [added: [Form] of [added: Notice of] TSR Performance Unit Award [added: under the Albemarle Corporation 2017 Incentive Plan] \[filed as Exhibit [removed: 10.3] [added: 10.1] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (No. 1-12658) filed on [removed: March 2, 2016,] [added: May 9, 2018,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312516490189/d152956dex103.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1010331201810q.htm)] |

| [removed: [#10.10](http://www.sec.gov/Archives/edgar/data/915913/000119312516789226/d307006dex103.htm)] [added: [#10.10](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1030331201810q.htm)] | | [Form [added: of] Notice of [removed: Option Grant] [added: Restricted Stock Unit Award] under the Albemarle Corporation [removed: 2008] [added: 2017] Incentive Plan \[filed as Exhibit 10.3 to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (No. 1-12658) filed on [removed: December] [added: May] 9, [removed: 2016,] [added: 2018,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312516789226/d307006dex103.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1030331201810q.htm)] |

| [removed: [#10.11](http://www.sec.gov/Archives/edgar/data/915913/000119312516789226/d307006dex104.htm)] [added: [#10.11](http://www.sec.gov/Archives/edgar/data/915913/000091591319000043/exhibit1020331201910q.htm)] | | [Form [added: of] Notice of [removed: Restricted Stock] [added: ROIC Performance] Unit Award under the Albemarle Corporation [removed: 2008] [added: 2017] Incentive Plan \[filed as Exhibit [removed: 10.4] [added: 10.2] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (No. 1-12658) filed on [removed: December 9, 2016,] [added: May 8, 2019,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312516789226/d307006dex104.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591319000043/exhibit1020331201910q.htm)] |

| [removed: [#10.12](http://www.sec.gov/Archives/edgar/data/915913/000119312516789226/d307006dex105.htm)] [added: [#10.12](http://www.sec.gov/Archives/edgar/data/915913/000091591319000043/exhibit1050331201910q.htm)] | | [removed: [Form Notice] [added: [Notice] of [removed: TSR Performance] [added: 3-Year Cliff Vest Restricted Stock] Unit Award under the Albemarle Corporation [removed: 2008] [added: 2017] Incentive Plan \[filed as Exhibit 10.5 to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (No. 1-12658) filed on [removed: December 9, 2016,] [added: May 8, 2019,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312516789226/d307006dex105.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591319000043/exhibit1050331201910q.htm)] |

| [removed: [#10.13](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1010331201810q.htm)] [added: [#10.35](http://www.sec.gov/Archives/edgar/data/915913/000091591317000030/exhibit1010630201710q.htm)] | | [removed: [Notice of TSR Performance Unit Award] [added: [Albemarle Corporation Compensation Recoupment and Forfeiture Policy effective July 10, 2017] \[filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q [added: for the quarter ended June 30, 2017] (No. [removed: 1-12658) filed on May 9, 2018,] [added: 1-12658),] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1010331201810q.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591317000030/exhibit1010630201710q.htm)] |

| [removed: [#10.14](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1020331201810q.htm)] [added: [#10.24](http://www.sec.gov/Archives/edgar/data/915913/000119312508169670/dex1033.htm)] | | [removed: [Notice of Option Grant] [added: [Albemarle Corporation Employee Relocation Policy] \[filed as Exhibit [removed: 10.2] [added: 10.33] to the Company’s Quarterly Report on Form 10-Q [added: for the quarter ended June 30, 2008] (No. [removed: 1-12658) filed on May 9, 2018,] [added: 1-12658),] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1020331201810q.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312508169670/dex1033.htm)] |

| [removed: [#10.15](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1030331201810q.htm)] [added: [10.43](http://www.sec.gov/Archives/edgar/data/915913/000091591319000078/exhibit1040630201910q.htm)] | | [removed: [Notice] [added: [Form] of [removed: Restricted Stock Unit Award] [added: break fee letter, dated August 1, 2019, between the Company and Mineral Resources Limited] \[filed as Exhibit [removed: 10.3] [added: 10.4] to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on [removed: May 9, 2018,] [added: August 7, 2019,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591318000023/exhibit1030331201810q.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591319000078/exhibit1040630201910q.htm)] |

| [removed: [#10.16](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10131231201410-k.htm)] [added: [#10.13](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10131231201410-k.htm)] | | [Amended and Restated Albemarle Corporation Supplemental Executive Retirement Plan, effective as of January 1, 2005 \[filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10131231201410-k.htm) |

| [removed: [#10.17](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10141231201410-k.htm)] [added: [#10.14](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10141231201410-k.htm)] | | [First Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 1, 2010 \[filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10141231201410-k.htm) |

| [removed: [#10.18](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10151231201410-k.htm)] [added: [#10.15](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10151231201410-k.htm)] | | [Second Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 18, 2011 \[filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10151231201410-k.htm) |

| [removed: [#10.19](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10161231201410-k.htm)] [added: [#10.16](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10161231201410-k.htm)] | | [Third Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 2, 2013 \[filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10161231201410-k.htm) |

| [removed: [#10.20](http://www.sec.gov/Archives/edgar/data/915913/000091591316000041/exhibit10191231201510-k.htm)] [added: [#10.17](http://www.sec.gov/Archives/edgar/data/915913/000091591316000041/exhibit10191231201510-k.htm)] | | [Form of Severance Compensation Agreement (Pension-Eligible Employees) \[filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591316000041/exhibit10191231201510-k.htm) |