Albemarle (ALB) 10-K risk factor changes: FY2020 vs FY2019

[removed: | • |] [added: -] fluctuations in foreign currency exchange rates may affect product demand and may adversely affect the profitability in U.S. dollars of products and services we provide in international markets where payment for our products and services is made in the local currency; [removed: |]

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

[removed: | • |] [added: -] increased cost or decreased availability of raw materials; [removed: |]

[removed: | • |] [added: -] changes in foreign laws and tax rates or U.S. laws and tax rates with respect to foreign income may unexpectedly increase the rate at which our income is taxed, impose new and additional taxes on remittances, repatriation or other payments by subsidiaries, or cause the loss of previously recorded tax benefits; [removed: |]

[removed: | • |] [added: -] foreign countries in which we do business may adopt other restrictions on foreign trade or investment, including currency exchange controls; [removed: |]

[removed: | • |] [added: -] trade sanctions by or against these countries could result in our losing access to customers and suppliers in those countries; [removed: |]

[removed: | • |] [added: -] unexpected adverse changes in foreign laws or regulatory requirements may occur; [removed: |]

[removed: | • |] [added: -] our agreements with counterparties in foreign countries may be difficult for us to enforce and related receivables may be difficult for us to collect; [removed: |]

[removed: | • |] [added: -] compliance with the variety of foreign laws and regulations may be unduly burdensome; [removed: |]

[removed: | • |] [added: -] compliance with anti-bribery and anti-corruption laws (such as the Foreign Corrupt Practices Act) as well as anti-money-laundering laws may be costly; [removed: |]

[removed: | • |] [added: -] unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining export licenses may occur; [removed: |]

[removed: | • |] [added: -] general economic conditions in the countries in which we operate could have an adverse effect on our earnings from operations in those countries; [removed: |]

[removed: | • |] [added: -] our foreign operations may experience staffing difficulties and labor disputes; [removed: |]

[removed: | • |] [added: -] termination or substantial modification of international trade agreements may adversely affect our access to raw materials and to markets for our products outside the U.S.; [removed: |]

[removed: | • |] [added: -] foreign governments may nationalize or expropriate private enterprises; [removed: |]

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

[removed: | • |] [added: -] political or economic repercussions from terrorist activities, including the possibility of hyperinflationary conditions and political instability, may occur in certain countries in which we do business. [removed: |]

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

Commercialized battery technologies that use [removed: less] [added: no, or significantly less,] lithium could materially and adversely impact our prospects and future revenues.

Increases in the costs of our products could result in a decrease in their overall demand; additionally, customers may seek products [removed: that are not regulated by REACH,] [added: with lower regulatory compliance requirements,] which could also result in a decrease in the demand of certain products subject to the REACH regulations.

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

As [removed: previously] [added: first] reported in [removed: 2018 and 2019,] [added: 2018,] 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.

Our lithium business is significantly dependent on the development and adoption of new applications for lithium [removed: power] [added: batteries] and the growth in demand for plug-in hybrid electric vehicles and battery electric vehicles.

These attempts, which might be related to industrial or other espionage, include covertly introducing malware to our computers and [removed: networks and impersonating authorized users, among others.]

DHS has [removed: released an interim final rule] [added: enacted new rules] under the CFATS Program that imposes comprehensive federal security regulations for high-risk chemical facilities in possession of specified quantities of chemicals of interest.

We [added: have implemented all necessary changes to comply with the rules under the CFATS Program to date, however, we] cannot determine with certainty [removed: the] [added: any future] costs associated with any [added: additional] security measures that DHS may require.

The occurrence of natural disasters, such as hurricanes, floods or earthquakes; pandemics, such as the recent outbreak of [removed: 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.

[added: We may not be] able to recover the cost of compliance with new or more stringent laws and regulations, which could adversely affect our business and negatively impact our growth.

Following a referendum in 2016, voters in the United Kingdom (“U.K.”) approved that country’s exit from the E.U., a process often referred to as “Brexit.” The U.K. formally left the E.U. on January 31, 2020, [removed: and is now in] [added: subject to] a [added: 11-month] transition [removed: period through December 31, 2020.][added: period.]

The consequences of Brexit, [removed: together with what may be protracted negotiations around the terms of Brexit (including the possibility of a so-called “Hard Brexit,” where no formal agreement is made between the E.U. and U.K. prior to the U.K.’s exit from the E.U.),] could introduce significant uncertainties into global financial markets, including volatility in foreign currencies, and adversely impact the markets in which we and our customers operate.

As of December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: 6,000] [added: 5,900] employees, including employees of our consolidated joint ventures.

Approximately [removed: 22%] [added: 42%] of these employees are represented by unions or works councils.

In that case, our results of operations may be adversely affected and we may be required to materially change the level of our commitment to the joint [added: venture.]

[removed: Exchange rates between] these currencies and the U.S. Dollar in recent years have fluctuated significantly and may do so in the future.

With respect to our potential exposure to foreign currency fluctuations and devaluations, for the year ended December 31, [removed: 2019,] [added: 2020,] approximately [removed: 32%] [added: 23%] of our net sales were denominated in currencies other than the U.S. Dollar.

Under the terms of certain purchase agreements, third party sellers have agreed to substantially indemnify us for tax liabilities pertaining to [removed: Rockwood’s] periods prior to [removed: its] [added: our 2015] acquisition [removed: by us.][added: of Rockwood Holdings Inc. (“Rockwood”).]

[added: Due to] significant estimates used to establish the valuation allowance and the potential for changes in facts and circumstances, it is reasonably possible that we will be required to record adjustments to the valuation allowance in future reporting periods.

We anticipate approximately [removed: $10.8] [added: $24] million of required cash contributions during [removed: 2020] [added: 2021] for our defined benefit pension plans.

Additional voluntary pension contributions in and after [removed: 2020] [added: 2021] may vary depending on factors such as asset returns, interest rates, and legislative changes.

[added: The expense incurred in consummating acquisitions or entering into joint] ventures, the time it takes to integrate an acquisition or our failure to integrate businesses successfully, could result in unanticipated expenses and losses.

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Exchange rates between

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The CFATS Act reauthorized the CFATS Program for four years.

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

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

We may not be

The future effects of Brexit will depend on any agreements the U.K. makes to retain access to the E.U. or other markets either during a transitional period or more permanently.

Given the lack of comparable precedent and the uncertainty around the terms upon which the U.K. will leave the E.U., it is unclear what financial, trade and legal implications Brexit would have and how such withdrawal would affect our Company.

We derive a significant portion of our revenues from sales outside the U.S., including 15% from E.U. countries.

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.

venture.

Due to

The expense incurred in consummating acquisitions or entering into joint

[removed: | • |] [added: -] changes in economic and business conditions; [removed: |]

[removed: | • |] [added: -] changes in financial and operating performance of our major customers and industries and markets served by us; [removed: |]

[removed: | • |] [added: -] the timing of orders received from customers; [removed: |]

[removed: | • |] [added: -] the gain or loss of significant customers; [removed: |]

[removed: | • |] [added: -] competition from other manufacturers; [removed: |]

[removed: | • |] [added: -] changes in the demand for our products or the end-user markets in which our products are sold; [removed: |]

[removed: | • |] [added: -] limitations or prohibitions on the manufacture and sale of our products; [removed: |]

[removed: | • |] [added: -] availability of raw materials; [removed: |]

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

[removed: | • |] [added: -] changes in our markets in general; [removed: |]

[removed: | • |] [added: -] fluctuations in foreign currencies; [removed: |]

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

[removed: | • |] [added: -] changes in laws and government regulation impacting our operations or our products; [removed: |]

[removed: | • |] [added: -] the occurrence of regulatory actions, proceedings, claims or litigation; [removed: |]

[removed: | • |] [added: -] the occurrence of cyber-security breaches, terrorist attacks, industrial accidents, natural disasters or climate change; [removed: |]

[removed: | • |] [added: -] hazards associated with chemicals manufacturing; [removed: |]

[removed: | • |] [added: -] the inability to maintain current levels of product or premises liability insurance or the denial of such coverage; [removed: |]

[removed: | • |] [added: -] political unrest affecting the global economy, including adverse effects from terrorism or hostilities; [removed: |]

[removed: | • |] [added: -] political instability affecting our manufacturing operations or joint ventures; [removed: |]

[removed: | • |] [added: -] changes in accounting standards; [removed: |]

[removed: | • |] [added: -] the inability to achieve results from our global manufacturing cost reduction initiatives as well as our ongoing continuous improvement and rationalization programs; [removed: |]

[removed: | • |] [added: -] changes in the jurisdictional mix of our earnings and changes in tax laws and rates; [removed: |]

[removed: | • |] [added: -] changes in monetary policies, inflation or interest rates that may impact our ability to raise capital or increase our cost of funds, impact the performance of our pension fund investments and increase our pension expense and funding obligations; [removed: |]

[removed: | • |] [added: -] volatility and uncertainties in the debt and equity markets; [removed: |]

[removed: | • |] [added: -] technology or intellectual property infringement, including through cyber-security breaches, and other innovation risks; [removed: |]

[removed: | • |] [added: -] decisions we may make in the future; [removed: |]

[removed: | • |] [added: -] the ability to successfully execute, operate and integrate acquisitions and divestitures; [removed: and |]

[removed: | • |] [added: -] the other factors detailed from time to time in the reports we file with the SEC. [removed: |]

The following is a discussion and analysis of our results of operations for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.][added: 2018.]

[removed: 2019 Highlights][added: | 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: | • |] [added: -] In the first [removed: quarter,] [added: quarter of 2020,] we increased our quarterly dividend for the [removed: 25th] [added: 26th] consecutive year, to [removed: $0.3675] [added: $0.385] per share. [removed: As a result, in February 2020, we were recognized by being named to the S&P 500 Dividend Aristocrats Index. |]

[removed: | • | We achieved earnings of $533.2 million during 2019 as compared to $693.6 million for 2018. Cash flows from operations in 2019 were $719.4 million up 32% from 2018. Earnings for 2018 included a $169.9 million after-tax gain from the Polyolefin Catalysts Divestiture.] In addition, earnings for [removed: 2019] [added: 2020] includes pension and other postretirement benefit (“OPEB”) actuarial losses of [removed: $21.1] [added: $40.9] million after income taxes, compared to pension and OPEB actuarial losses of [removed: $10.6] [added: $21.1] million after income taxes in [removed: 2018. |][added: 2019.]

In particular, the market for lithium battery and energy [removed: storage continues to accelerate,] [added: storage, particularly that for EVs, remains strong,] providing the opportunity to continue to develop high quality and innovative products while managing the high cost of expanding capacity.

[removed: While we completed the acquisition of 60% interest in] [added: We continue to keep] the Wodgina [removed: Project, we have made the decision to idle production of] spodumene [added: mine idled] until demand supports bringing the mine back [removed: into] [added: to] production.

This demand for lithium is supported by a favorable backdrop of steadily declining lithium ion battery costs, increasing battery [removed: performance] [added: performance, continuing significant investments in the battery] and [added: EV supply chain by our customers and automotive OEM’s,] favorable global public policy toward e-mobility/renewable energy [removed: usage.][added: usage, and additional stimulus measures taken in Europe in light of the COVID-19 pandemic that we expect to bolster EV demand.]

On a 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 [removed: developing markets are likely to drive continued demand for fire safety products.]

[removed: We] [added: On a longer-term basis, 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.

All Other: The fine chemistry services [added: (“FCS”)] business is reported outside the Company’s reportable segments as it does not fit in the Company’s core businesses.

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

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

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- uncertainties as to the duration and impact of the COVID-19 pandemic; and

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

2020 Highlights

In February 2020, we were recognized by being named to the S&P 500 Dividend Aristocrats Index.

- On April 20, 2020 we announced that J.

Kent Masters was elected Chairman, President and Chief Executive Officer, effective immediately.

Retired former Chairman, President and Chief Executive Officer Luke Kissam continues to serve on the Board of Directors through the annual meeting of shareholders in 2021, as he was re-elected at our 2020 annual meeting of shareholders on May 5, 2020.

- On May 11, 2020, we amended our revolving, unsecured credit agreement dated as of June 21, 2018, as amended on

August 14, 2019 (the “2018 Credit Agreement”), and our unsecured credit facility entered into on August 14, 2019

(the “2019 Credit Facility”) (together the “Credit Agreements”) to modify the financial covenant in the Credit

Agreements.

The modified covenant is based on net funded debt to consolidated EBITDA, with a maximum ratio to

4.00:1 for the fiscal quarter ending June 30, 2020, 4.50:1 for the fiscal quarters ending September 30, 2020 through

September 30, 2021, decreasing to 4.00:1 times for the fiscal quarter ended December 31, 2021, and 3.50:1 thereafter,

among other changes.

- In September 2020, it was announced that we have been selected by the U.S. Department of Energy (“DOE”) as a critical partner for two lithium research projects over three years through a Battery Manufacturing Lab Call.

Albemarle will work in conjunction with two DOE labs on the approved projects.

- In December 2020, we entered into an amendment and restatement of the 2019 Credit Facility to, among other changes, (a) extend the final maturity date of the outstanding loans under the 2019 Credit Facility to April 2023, (b) change the applicable margin for the outstanding loans under the 2019 Credit Facility to LIBOR plus an applicable margin which ranges from 0.875% to 1.625%, depending on the Company’s credit rating and (c) provide for an additional term loan commitment of $500 million.

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- Achieved $80 million of sustainable cost savings in 2020 under our previously announced cost-reduction program.

We expect to deliver a run rate of more than $120 million in sustainable savings by the end of 2021, an increase from the previous estimate of approximately $100 million.

- We achieved earnings of $375.8 million during 2020 as compared to $533.2 million for 2019.

Cash flows from operations in 2020 were $798.9 million up 11% from 2019.

Currently, the COVID-19 pandemic is having an impact on overall global economic conditions.

While we have not seen a material impact to our operations to date, the ultimate impact on our business will depend on the length and severity of the outbreak throughout the world.

All of our information technology systems are running as designed and all sites are operating at normal capacity while we continue to comply with all government and health agency recommendations and requirements, as well as protecting the safety of our employees and communities.

We believe we have sufficient inventory to continue to produce at current levels, however, government mandated shutdowns could impact our ability to acquire additional materials and disrupt our customers’ purchases.

At this time we cannot predict the expected overall financial impact of the COVID-19 pandemic on our business, but we are planning for various economic scenarios and continue to make efforts to protect the safety of our employees and the health of our business.

Lithium: We expect results to be flat year-over-year during 2021 in Lithium, due mainly to pricing pressure in certain markets and higher unit costs from plant start-ups at La Negra, Chile and Kemerton, Western Australia, offset by modest volume growth and increased productivity at our existing plants.

There is no new capacity coming online during 2021 to drive significant additional sales volume, although we expect our new plants in La Negra and Kemerton to begin producing sales in 2022.

In addition, we have seen reduced demand in the glass and ceramics markets, which has led to reduced sales.

In the third quarter of 2020 we announced idling actions at certain plants, however, we have since restarted those facilities.

EV sales have started to rebound after a marked slowdown during the second quarter of 2020, with full year 2020 showing a healthy increase in total EV sales over the prior year.

Bromine Specialties: We expect both net sales and profitability to be modestly higher in 2021, as we recover from the lower demand due to shutdowns related to the COVID-19 pandemic and ongoing cost savings initiatives.

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| • | 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.

Bromine Specialties: We expect to see modest growth in net sales in 2020 driven by continued strong demand in flame retardants, drilling completion fluids, and other derivatives.

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.

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 prevailing levels as we expect that deep-water drilling will continue to increase around the world.

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.

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

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

| • $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 | | | | | | | | | | | | | | |

| • Lower spend in our Lithium and Catalysts segments, including the impact of the Polyolefin Catalysts Divestiture | | | | | | | | | | | | | | |

| Gain on sale of business | $ | — | | | $ | (210,428 | ) | | $ | 210,428 | | | (100 | )% |

| • Gain related to the Polyolefin Catalysts Divestiture, which closed in the second quarter of 2018 | | | | | | | | | | | | | | |

| • Increase in consolidated income related to our JBC joint venture resulting from the full year impact of the Tetrabrom expansion completed in second quarter 2018. | | | | | | | | | | | | | | |

| • Decrease primarily due to gain related to the Polyolefin Catalysts Divestiture in 2018 and increased charges resulting from the acquisition of a 60% interest in the Wodgina Project during 2019, as well as other items noted above. | | | | | | | | | | | | | | |

| • Foreign currency translation | $ | (62,031 | ) | | $ | (150,258 | ) | | $ | 88,227 | | | (59 | )% |

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| Corporate | | — | | | | — | % | | 159 | | | | — | % | | (100 | )% |

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

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| Net income (loss) attributable to Albemarle Corporation | $ | 428,212 | | | $ | 246,509 | | | $ | 445,604 | | | $ | 1,120,325 | | | $ | 6,018 | | | $ | (432,781 | ) | | $ | 693,562 | |

| Depreciation and amortization | 95,193 | | | | 41,607 | | | | 49,131 | | | | 185,931 | | | | 8,073 | | | | 6,694 | | | | 200,698 | | |

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

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

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

At December 31, [removed: 2019,] [added: 2020,] our financial instruments subject to foreign currency exchange risk consisted of foreign currency forward contracts with an aggregate notional value of [removed: $1.63 billion] [added: $686.5 million] and with a fair value representing a net asset position of [removed: $3.8] [added: $8.8] million.

[removed: 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: 2019,] [added: 2020,] 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: $35.4] [added: $8.1] 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: $43.8] [added: $16.7] 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: 2019,] [added: 2020,] without reflecting the effects of underlying anticipated transactions.

[removed: This repayment] [added: Any subsequent partial repayments of this debt] did not impair the designated hedge of our net investment in foreign subsidiaries where the Euro serves as the functional currency.

We had variable interest rate borrowings of [removed: $394.0] [added: $756.6] million and [removed: $313.8] [added: $394.0] million outstanding at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

These borrowings represented [removed: 13%] [added: 21%] and [removed: 18%] [added: 13%] of total outstanding debt and bore average interest rates of [removed: 2.46%] [added: 0.87%] and [removed: 2.85%] [added: 2.46%] at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

A hypothetical [removed: 10% increase (approximately 25] [added: 100] basis [removed: points)] [added: point increase] in the average interest rate applicable to these borrowings would change our annualized interest expense by approximately [removed: $1.0] [added: $7.6] million as of December 31, [removed: 2019.][added: 2020.]

We conducted a sensitivity analysis on the fair value of our foreign currency hedge portfolio assuming

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| *Albemarle Corporation and Subsidiaries* | | | | | | | | |

| | | | | | | | | |

The principal objective of such contracts is to

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

We and our joint ventures currently operate [removed: 29] [added: more than 25] production and research and development (“R&D”) facilities, as well as a number of administrative and sales offices, around the world.

As of December 31, [removed: 2019,] [added: 2020,] we served approximately [removed: 2,400] [added: 2,300] customers, none of which individually represents more than 10% of net sales of the Company, in approximately 75 countries.

During [removed: 2019,] [added: 2020,] we managed and reported our operations under three reportable segments: Lithium, Bromine Specialties and Catalysts.

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

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

We obtain lithium through solar evaporation of our ponds at the Salar de Atacama, in Chile, and in Silver Peak, [removed: Nevada.][added: Nevada, and by purchasing lithium concentrate from our 49%-owned joint venture, Windfield Holdings Pty.]

In addition, we [added: hold mineral rights in defined areas of King Mountain, NC with available lithium resources and we] own undeveloped land with access to a lithium resource in Antofalla, within the Catamarca Province of Argentina.

[removed: Ltd.,] [added: Ltd. (“Windfield”),] which directly owns 100% of the equity of Talison Lithium Pty.

[removed: On October 31,] [added: In] 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.

[removed: Based on current market conditions,] [added: Upon acquisition, we idled the] MARBL Lithium Joint [removed: Venture will idle] [added: Venture’s] production of [removed: spodumene] [added: spodumene, and we expect to keep the project idled] until market demand supports bringing the mine back into production.

The bromine we use is [added: originally] sourced from two locations: Arkansas and the Dead Sea.

In addition, through our 50% interest in Jordan Bromine Company Limited (“JBC”), a consolidated joint venture [added: established in 1999,] with operations in Safi, Jordan, we [removed: source] [added: acquire] bromine [added: that is originally sourced] from the Dead [removed: Sea, which is believed to have indefinite quantities of brine.][added: Sea.]

[added: We provide our customers with customized] FCC [removed: catalysts] [added: catalyst systems, which] assist in the high yield cracking of refinery petroleum streams into derivative, higher-value products such as transportation fuels and petrochemical feedstocks like [removed: propylene.]

Within our PCS product line, we manufacture organometallic co-catalysts (e.g., aluminum, magnesium and zinc alkyls) used in the manufacture of alpha-olefins [removed: (i.e.,] [added: (e.g.,] hexene, octene, decene), polyolefins [removed: (polyethylene] [added: (e.g., polyethylene] and polypropylene) and electronics.

There were more than 600 refineries world-wide in [removed: 2019.][added: 2020.]

[removed: Over the long-term, we] [added: We] expect to [added: continue to] see some [removed: smaller] [added: less profitable, typically smaller,] refineries shutting down [removed: and being] [added: and, over the long-term, be] replaced by larger scale and more complex refineries, with growth concentrated in the Middle East and Asia.

The major raw materials we use in our Catalysts operations include sodium silicate, sodium aluminate, kaolin, aluminum, ethylene, alpha-olefins, isobutylene, toluene and [removed: rare earths and] metals, such as 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.

As of December 31, [removed: 2019,] [added: 2020,] we owned approximately 2,100 active patents and approximately 550 pending patent applications in key [removed: strategic markets worldwide.]

Our business is subject to a broad array of employee health and safety laws and regulations, including those under the [removed: Occupational Safety and Health Act (“OSHA”).][added: OSHA.]

[removed: We] [added: As noted above, we] finished [removed: 2019] [added: 2020] with an OSHA occupational injury and illness incident rate of [removed: 0.35] [added: 0.26] for Albemarle employees and nested contractors, compared to [removed: 0.58] [added: 0.33] in [removed: 2018.][added: 2019.]

Increases in the costs of our products could result in a decrease in their overall demand; additionally, customers may seek products [removed: that are not regulated by REACH,] [added: with lower regulatory compliance requirements,] which could also result in a decrease in the demand of certain products subject to the REACH regulations.

[removed: We may have] liability as a potentially responsible party (“PRP”) with respect to active off-site locations under CERCLA or state equivalents.

[removed: On October 31, 2019, we completed the acquisition] [added: As part] of [removed: a 60% interest in MRL’s Wodgina Project in Western Australia and] [added: this acquisition, we] formed [added: MARBL,] an unincorporated joint venture with [removed: MRL] [added: 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 [removed: assets, for a total purchase price of approximately $1.3 billion, subject to certain adjustments capped at $22.5 million.][added: assets.]

As of December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: 6,000] [added: 5,900] employees, including employees of our consolidated joint ventures, of whom 2,800, or 47%, are employed in the U.S. and [removed: Latin America; 1,500,] [added: the Americas; 1,400,] or [removed: 25%,] [added: 24%,] are employed in Europe; [removed: 1,200,] [added: 1,300,] or [removed: 20%,] [added: 22%,] are employed in Asia [added: Pacific] and [removed: 500,] [added: 400,] or [removed: 8%,] [added: 7%,] are employed in the Middle East or other areas.

Approximately [removed: 22%] [added: 42%] of these employees are represented by unions or works councils.

[removed: Our Corporate Governance Guidelines, Code of Conduct and the charters of the Audit and Finance, Health, Safety and Environment, Executive Compensation, and Nominating and Governance Committees of our Board of Directors are also] available on our website and are available in print to any shareholder upon request by writing to Investor Relations, 4250 Congress Street, Suite 900, Charlotte, North Carolina 28209, or by calling (980) 299-5700.

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See Item 2.

Properties, for additional disclosures of our significant lithium mineral properties.

JBC processes the bromine at its facilities into a variety of end products.

See Item 2.

Properties, regarding additional disclosures for our Arkansas bromine mineral property.

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| *Albemarle Corporation and Subsidiaries* | | | | | | | | |

| | | | | | | | | |

propylene.

As previously announced, we are pursuing opportunities to divest PCS.

Oil refinery utilization was lower in 2020 compared to the previous year, with most refineries cutting throughput due to the reduction in demand resulting from global travel restrictions to contain the COVID-19 pandemic.

Human Capital

Our main human capital management objectives are to attract, retain and develop the highest quality talent and ensure they feel safe, supported and empowered to do the best work they can do.

We believe providing a diverse, equal and inclusive workplace facilitates opportunities for innovation, fosters good decision making practices, and promotes employee engagement and high productivity across our organization.

Health and Safety

The health and safety of our employees is a part of our core values at Albemarle and is integral to how we conduct business.

Our employees, contractors, and visitors follow a comprehensive set of written health and safety policies and procedures at both the corporate and local site levels.

We routinely audit ourselves against our policies, procedures and standards, using internal and third-party resources.

We also include health and safety metrics in our annual incentive plan for all employees to incentivize our commitment to safety.

In 2020, we improved our Occupational Safety and Health Act (“OSHA”) occupational injury and illness incident rate to 0.26 for our employees and nested contractors, compared to 0.33 in 2019.

In

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| *Albemarle Corporation and Subsidiaries* | | | | | | | | |

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addition, we provide all employees and their dependents with access to our Employee Assistance Program which provides free mental and behavioral health resources.

In response to the COVID-19 pandemic, Albemarle created a cross-functional Global Response Team, which has met biweekly since April 2020 to assess the situation and take necessary actions to address employee health and safety and operational challenges.

Our first priority is always the health and well-being of our employees, customers, and communities.

Since the start of the pandemic, our focus has shifted from managing an immediate crisis to building in the flexibility needed to adjust for regional differences and changing conditions.

Protocols that include restricted travel, shift adjustments, increased hygiene, and social distancing for the essential workers at our plants have been put in place at all locations.

In some regions, employees are able to return to their work sites.

Other regions, including most of North and South America, remain on work-from-home protocols for non-essential personnel.

Diversity, Equity and Inclusion

In 2020, we hired a Vice President, Diversity and Inclusion, to accelerate our inclusion and diversity initiatives and deliver meaningful change in our global organization.

Our primary focus in our recruiting efforts is to drive greater diversity in our workforce, including higher representation in the professional and managerial job categories.

We want to ensure that our workplace reflects the communities in which we live and work.

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.

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Corporation.

After we obtain the lithium brine from the Salar de Atacama, we process it into lithium carbonate and lithium chloride at a plant in nearby La Negra, Chile.

The lithium brine from our Silver Peak site is processed into lithium carbonate at our plant in Silver Peak.

Subsequently, in other locations in the United States (“U.S.”), Germany, France and Taiwan, we further process the materials into various derivatives, depending on the markets we serve.

Our mineral rights with respect to the Salar de Atacama in Chile consist exclusively of our right to access lithium brine, covering an area of approximately 16,700 hectares, pursuant to a long-term contract with the Chilean government, originally entered into in January 1975 by one of our predecessors and subsequently amended and restated.

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

In addition, the amended agreement provides for commission payments to the Chilean government based on sales price/metric ton, our support of research and development in Chile in lithium applications and solar energy, and our support of local communities in Northern Chile.

Our mineral rights in Silver Peak, Nevada consist of our right to access lithium brine pursuant to our permitted and certified senior water rights, a settlement agreement with the U.S. government, originally entered into in June 1991, and our patented and unpatented land claims.

Pursuant to the 1991 agreement, our water rights and our land claims, we have rights to all lithium that we can remove economically from the Clayton Valley Basin in Nevada.

We have been operating at the Silver Peak site since 1966.

Our Silver Peak site covers a surface of over 13,500 acres, 10,826 acres of which we own through a subsidiary.

The remaining acres are owned by the U.S. government from whom we lease the land pursuant to unpatented land claims that are renewed annually.

Based on our 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.

Assuming certain operating conditions are satisfied, our annual lithium carbonate production capacity is estimated to be at least 6,000 metric tons at our Silver Peak facility.

However, no assurance can be given that the indicated levels of production of lithium carbonate at either Silver Peak or La Negra will be realized.

We also obtain lithium through hard rock mining via our 49% interest in Windfield Holdings Pty.

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

Talison currently sells the lithium concentrate only to its shareholders.

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

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

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.

However, no assurance can be given that the indicated levels of production of lithium concentrate at Talison will be realized.

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.

We estimate that, at current production levels, we will be able to produce bromine in Arkansas for decades.

We provide our customers with customized FCC catalyst systems.

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

As part of this acquisition, MARBL Lithium Operations Pty.

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

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

Employees

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As [removed: previously] [added: first] reported in 2018, 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.

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

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

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

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

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

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

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

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

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

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

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

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

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

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

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately [removed: $7.5] [added: $8.2] billion based on the last reported sale price of common stock on June 30, [removed: 2019,] [added: 2020,] the last business day of the registrant’s most recently completed second quarter.

Number of shares of common stock outstanding as of February [removed: 18, 2020: 106,206,157][added: 12, 2021: 116,632,439]

Portions of Albemarle Corporation’s definitive Proxy Statement for its [removed: 2020] [added: 2021] 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.

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

Year [removed: Ended December] [added: Ended December] 31, [removed: 2019][added: 2020]

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| [Item [removed: 3.](#s8733DF21D7E2585DB20BB93D40221EE5)] [added: 3.](#i4a47024d25524ba2abee1bc308d10ea7_25)] | [added: | |] [Legal [removed: Proceedings](#s8733DF21D7E2585DB20BB93D40221EE5)] [added: Proceedings](#i4a47024d25524ba2abee1bc308d10ea7_25)] | [removed: [25](#s8733DF21D7E2585DB20BB93D40221EE5)] | [added: | [33](#i4a47024d25524ba2abee1bc308d10ea7_25) | | |]

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| | [added: | |] [Executive Officers of the [removed: Registrant](#s740439353F225678B03E9707E72722D5)] [added: Registrant](#i4a47024d25524ba2abee1bc308d10ea7_31)] | [removed: [25](#s740439353F225678B03E9707E72722D5)] | [added: | [33](#i4a47024d25524ba2abee1bc308d10ea7_31) | | |]

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

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| [PART I](#s2CEEC5AFD2D056E8B071FD08BCA65A5E) | | |

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

| [Item 6.](#sF8BEEF2A9FEA56E0994F0188F756DB28) | [Selected Financial Data](#sF8BEEF2A9FEA56E0994F0188F756DB28) | [28](#sF8BEEF2A9FEA56E0994F0188F756DB28) |

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

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

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We operate globally, with our principal executive offices located in Charlotte, [removed: NC, our corporate office located in Baton Rouge, LA] [added: NC] and regional shared services offices located in Budapest, Hungary and Dalian, China.

During [removed: 2019,] [added: 2020,] the Company’s manufacturing plants operated at approximately [removed: 80%] [added: 88%] capacity, in the aggregate.

Set forth below is information regarding our significant production facilities operated by us and our [removed: affiliates:][added: affiliates.]

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

| Amsterdam, the Netherlands | | [removed: Catalysts] | | [added: | | | | | | | |] Production of refinery catalysts, research and product development activities | | [added: | | | |] Owned | [added: | |]

| Baton Rouge, [removed: Louisiana] [added: LA] | | [removed: Bromine Specialties] | | [added: | | | | | | | |] Research and product development activities, and production of flame retardants | | [added: | | | |] Leased | [added: | |]

| Bitterfeld, Germany | | [removed: Catalysts] | | [added: | | | | | | | |] Refinery catalyst regeneration, rejuvenation, and sulfiding | | [removed: Owned by Eurecat S.A., a joint venture owned 50% by each of Axens Group and us] | [added: | | | Owned(e) | | |]

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

| La Negra, [removed: Chile] [added: Chile(a)] | | [removed: Lithium] | | [added: | | | | | | | |] Production of [added: technical and battery-grade] lithium carbonate and lithium chloride | | [added: | | | |] Owned | [added: | |]

| Langelsheim, Germany | | [removed: Lithium] | | [added: | | | | | | | |] Production of butyllithium, lithium chloride, specialty products, lithium hydrides, cesium and special metals | | [added: | | | |] Owned | [added: | |]

| La Voulte, France | | [removed: Catalysts] | | [added: | | | | | | | |] Refinery catalysts regeneration and treatment, research and development activities | | [removed: Owned by Eurecat S.A., a joint venture owned 50% by each of Axens Group and us] | [added: | | | Owned(e) | | |]

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

| McAlester, [removed: Oklahoma] [added: OK] | | [removed: Catalysts] | | [added: | | | | | | | |] Refinery catalyst regeneration, rejuvenation, pre-reclaim burn off, as well as specialty zeolites and additives marketing activities | | [removed: Owned by Eurecat S.A., a joint venture owned 50% by each of Axens Group and us] | [added: | | | Owned(e) | | |]

| Meishan, [removed: China] [added: China(a)] | | [removed: Lithium] | | [added: | | | | | | | |] Production of lithium carbonate and [added: technical and battery-grade] lithium hydroxide | | [added: | | | |] Owned | [added: | |]

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

| New Johnsonville, [removed: Tennessee] [added: TN] | | [removed: Lithium] | | [added: | | | | | | | |] Production of [added: butyllithium and] specialty products | | [added: | | | |] Owned | [added: | |]

| Pasadena, [removed: Texas] [added: TX(d)] | | [removed: Catalysts; All Other] | | [added: | | | | | | | |] Production of aluminum alkyls, orthoalkylated anilines, [added: refinery catalysts] and other specialty [removed: chemicals] [added: chemicals; refinery catalysts regeneration services and research and development activities] | | [added: | | | |] Owned | [added: | |]

| [removed: Pasadena, Texas] [added: Santa Cruz, Brazil] | | [removed: Catalysts] | | [added: | | | | | | | |] Production of [removed: refinery] catalysts, research and [added: product] development activities | | [removed: Owned] | [added: | | | Owned(e) | | |]

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

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

| Silver Peak, [removed: Nevada] [added: NV(a)] | | [removed: Lithium] | | [added: | | | | | | | |] Production of lithium [removed: brine and] [added: brine, technical-grade] lithium carbonate [added: and lithium hydroxide] | | [added: | | | |] Owned | [added: | |]

| South Haven, [removed: Michigan] [added: MI] | | [removed: All Other] | | [added: | | | | | | | |] Production of custom fine chemistry products including pharmaceutical actives | | [added: | | | |] Owned | [added: | |]

| Taichung, Taiwan | | [removed: Lithium] | | [added: | | | | | | | |] Production of butyllithium | | [added: | | | |] Owned | [added: | |]

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

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

| Tyrone, [removed: Pennsylvania] [added: PA] | | [removed: All Other] | | [added: | | | | | | | |] Production of custom fine chemistry products, agricultural intermediates, performance polymer products and research and development activities | | [added: | | | |] Owned | [added: | |]

| Xinyu, [removed: China] [added: China(a)] | | [removed: Lithium] | | [added: | | | | | | | |] Production of lithium carbonate and [added: technical and battery-grade] lithium hydroxide | | [added: | | | |] Owned | [added: | |]

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

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

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

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

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

| Salar de Atacama, Chile(a) | | | | | | | | | | | | Production of lithium brine and potash | | | | | | Owned(f) | | |

| Wodgina, Australia(a)(c) | | | | | | | | | | | | Production of lithium spodumene minerals and lithium concentrate | | | | | | Owned and leased(e) | | |

| Bromine Specialties | | | | | | | | | | | | | | | | | | | | |

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

| Catalysts | | | | | | | | | | | | | | | | | | | | |

| Mobile, AL | | | | | | | | | | | | Production of tin stabilizers | | | | | | Owned(e) | | |

| Niihama, Japan | | | | | | | | | | | | Production of refinery catalysts | | | | | | Leased(e) | | |

| All Other | | | | | | | | | | | | | | | | | | | | |

(a) See further below for further discussion of these significant mineral extraction and processing facilities.

(b) Construction of the Kemerton, Australia facility is expected to be completed in late 2021, followed by a six month commissioning and qualification process.

(d) The Pasadena, Texas location includes three separate manufacturing plants which are owned, primarily utilized by Catalysts, including one plant that is owned by an unconsolidated joint venture.

(e) Owned or leased by joint venture.

Significant Mineral Properties

Set forth below are details regarding our significant mineral properties operated by us and our affiliates in accordance with Industry Guide 7 issued by the Securities and Exchange Commission (“SEC”).

In 2018, the SEC adopted new rules relating to property disclosures by companies with significant mining operations, effective for the year beginning January 1, 2021.

Thus, the Company will not be required to comply with the SEC’s new mining operation disclosure rules until the earlier of its next filing of a registration statement under the Securities Act of 1933, or the filing of its Annual Report on Form 10-K for the year ending December 31, 2021.

The Company does not have current estimates of proven or probable reserves for its significant mining properties as defined by Industry Guide 7 as of this filing.

However, the Company is in the process of developing these reserve estimates in accordance with the new mining operation rules adopted by the SEC.

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| *Albemarle Corporation and Subsidiaries* | | | | | | | | |

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Greenbushes, Australia


The Greenbushes mine is a hard rock, open pit mine located approximately 250km south of Perth, Western Australia, 90km southeast of the port of Bunbury, a major bulk-handling port in the southwest of Western Australia.

The lithium mining operation is near the Greenbushes townsite located in the Shire of Bridgetown-Greenbushes.

Access to the Greenbushes Mine is via the paved South Western Highway between Bunbury and Bridgetown to Greenbushes Township and via the paved Maranup Ford Road to the Greenbushes Mine.

Lithium production from the Greenbushes Mine has been undertaken continuously for more than 20 years.

Modern exploration has been undertaken on the property since the mid-1980s, first by Greenbushes Limited, then by Lithium Australia Ltd and in turn by Sons of Gwalia prior to the acquisition of Greenbushes by Talison in 2007.

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

| Jubail, Saudi Arabia | | Catalysts | | Manufacturing and marketing of organometallics | | Owned by Saudi Organometallic Chemicals Company LLC, a joint venture owned 50% by each of Saudi Specialty Chemicals Company (a SABIC affiliate) and us |

| Louvain-la-Neuve, Belgium | | Lithium; Bromine Specialties; Catalysts; All Other | | Regional offices and research and customer technical service activities | | Owned |

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| Mobile, Alabama | | Catalysts | | Production of tin stabilizers | | Owned by PMC Group, Inc. which operates the plant for Stannica LLC, a joint venture owned 50% by each of PMC Group Inc. and us |

| Niihama, Japan | | Catalysts | | Production of refinery catalysts | | Leased by Nippon Ketjen Company Limited, a joint venture owned 50% by each of Sumitomo Metal Mining Company Limited and us |

| Pasadena, Texas | | Catalysts | | Refinery catalysts regeneration services | | Owned by Eurecat U.S. Incorporated, a joint venture in which we own a 57.5% interest and a consortium of entities in various proportions owns the remaining interest |

| Santa Cruz, Brazil | | Catalysts | | Production of catalysts, research and product development activities | | Owned by Fábrica Carioca de Catalisadores S.A, a joint venture owned 50% by each of Petrobras Química S.A.—PETROQUISA and us |

| 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% |

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The names, ages and biographies of our executive officers, as of February [removed: 18, 2020,] [added: 19, 2021,] 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 [removed: (May 5, 2020).][added: in May 2021.]

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

| [removed: Luther C. Kissam IV] [added: J. Kent Masters] | | [removed: 55] | | [added: | | 60 | | | | | |] Chairman, President and Chief Executive Officer | [added: | |]

| Karen G. Narwold | | [removed: 60] | | [added: | | 61 | | | | | |] Executive Vice President, Chief Administrative [removed: Officer, Corporate Secretary] [added: Officer and General Counsel] | [added: | |]

| Scott A. Tozier | | [removed: 54] | | [added: | | 55 | | | | | |] Executive Vice President, Chief Financial Officer | [added: | |]

| John C. Barichivich III | | [removed: 52] | | [added: | | 53 | | | | | |] Vice President, Corporate Controller, Chief Accounting Officer | [added: | |]

| Raphael Crawford | | [removed: 44] | | [added: | | 45 | | | | | |] President, Catalysts Global Business Unit | [added: | |]

| Netha Johnson | | [removed: 49] | | [added: | | 50 | | | | | |] President, Bromine Specialties Global Business Unit | [added: | |]

| [removed: DeeAnne Marlow] [added: Melissa Anderson] | | [removed: 54] | | [added: | | 56 | | | | | |] Senior Vice President, Chief Human Resources Officer | [added: | |]

| Eric Norris | | [removed: 53] | | [added: | | 54 | | | | | |] President, Lithium Global Business Unit | [added: | |]

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

Mr. Barichivich has worked for the Company [removed: for over 12 years] [added: since 2007,] holding various staff and leadership positions of increasing responsibility.

Mr. Barichivich began his [removed: 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.

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 [removed: GbmH] [added: GmbH] after the Rockwood acquisition.

Mr. Crawford [removed: currently serves on] [added: is a member of] the [removed: Association] [added: board] of [added: directors of the] American Fuel & Petrochemical Manufacturers (AFPM) [removed: Board of Directors,] [added: association,] where he [removed: has] [added: had] served as chairman of the Petrochemical Members Committee and [removed: has been elected to] [added: as] a member of the Executive [removed: Committee starting in 2020.][added: Committee.]

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

[removed: DeeAnne Marlow] [added: Melissa Anderson] joined Albemarle [removed: in 2018] as Senior Vice President, Chief Human Resources [removed: Officer.][added: Officer in January 2021.]

None.

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J.

Kent Masters was elected as Chairman, President and Chief Executive Officer in April 2020.

He joined the Albemarle board of directors in 2015 and served as Lead Independent Director from 2018 until April 2020.

Prior to joining Albemarle, Mr. Masters served as Operating Partner of Advent International, an international private equity group.

Prior to Advent, he served as Chief Executive Officer of Foster Wheeler AG, a global engineering and construction contractor and power equipment supplier, when Foster Wheeler AG was acquired by Amec plc to form Amec Foster Wheeler plc.

He is also a former member of

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the executive board of Linde AG, a global leader in manufacturing and sales of industrial gases, with responsibility for the Americas, Africa, and the South Pacific.

Prior to joining Albemarle, Ms. Anderson served as Executive Vice President, Administration and Chief Human Resources Officer at Duke Energy, an American electric power holding company based in North Carolina.

Previous to that role, she held the role of Senior Vice President, Human Resources, for Domtar Corporation in South Carolina.

Her previous experience also includes 17 years with IBM in progressive Human Resources leadership roles.

Ms. Anderson serves on the board of Vulcan Materials and as Chair of the Society of Human Resource Management (SHRM), the world's largest HR professional association.

She is also a member of the advisory board for the Center for Executive Succession at the University of South Carolina's Darla Moore School of Business.

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| *Albemarle Corporation and Subsidiaries* | | | | | | | | |

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Singapore, Malaysia, Taiwan, Japan and Germany.

Mr. Johnson has served as a member of the board of directors of Xcel Energy, Inc. since March 2020.

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Not applicable.

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

Luther C.

Kissam IV was elected as Chairman of the Board of Directors in November 2016.

Mr. Kissam was first elected to our Board of Directors effective November 2011.

He was elected as Chief Executive Officer effective September

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2011 and as our President effective March 2010.

Previously, Mr. Kissam served as 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.

Mr. Kissam joined us in October 2003 and served as Vice President, General Counsel and Corporate Secretary from that time until December 2005, when he was promoted to Senior Vice President, General Counsel and Corporate Secretary.

Before joining us, Mr. Kissam served as Vice President, General Counsel and Secretary of Merisant Company (manufacturer and marketer of sweetener and consumer food products), having previously served as Associate General Counsel of Monsanto Company (provider of agricultural products and solutions).

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.

Ms. Narwold resigned from Barzel in November 2009, after Barzel reached an agreement to sell substantially all of its assets in a planned transaction that was consummated in a sale pursuant to Section 363 of the U.S. Bankruptcy Code.

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.

Prior to joining Albemarle, Ms. Marlow served as Senior Vice President, Chief Human Resources Officer, at Greif, Inc., a leader in industrial packaging solutions.

Previously, she spent seven years with Cummins, Inc., where she led Human Resources for the Turbo Technologies business and then for the Global Power Generation business segment.

In addition, she had responsibility for all Cummins operations in Central America and the Middle East including multiple manufacturing facilities, sales, engineering technical centers and general management / support.

She was also responsible for marketing and sales capability development and succession across Cummins.

Prior to Cummins, Ms. Marlow held progressive leadership roles with GE, SC Johnson, and Principal Financial, where she gained experience in consumer products, financial services, diversified industrials and healthcare.

David Ryan was appointed Vice President, Corporate Strategy and Investor Relations in 2018.

In this role, he manages the company’s strategic planning, M&A, and corporate business development programs, as well as its investor relations efforts.

Ryan joined Albemarle in April 2016 as Vice President and Treasurer after a 25-year career with West Rock Company where he held several progressive leadership roles.

At WestRock, Ryan served as Vice President, Special Projects, responsible for leading the spin-off of the Specialty Chemicals Division into a standalone, publicly traded company.

Prior to that, he served in a wide range of strategic finance roles at WestRock including, Chief Financial Officer of the Packaging Platform and the Specialty Chemicals divisions.

While with Specialty Chemicals, Ryan also served as Chief Strategy Officer and General Manager of the Industrial Air Purification business.

He also held several positions in the Beverage Packaging, Consumer Products, and Electronic Publishing businesses.

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Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “ALB.” There were [removed: 106,206,157] [added: 116,632,439] shares of common stock held by [removed: 2,349] [added: 2,279] shareholders of record as of February [removed: 18, 2020.][added: 12, 2021.]

The graph below shows the cumulative total shareholder return assuming the investment of $100 in our common stock on December 31, [removed: 2014] [added: 2015] and the reinvestment of all dividends thereafter.

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

[removed: ][added: ]

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

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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: 2019.][added: 2020.]

Based on the assessment, management concluded that, as of December 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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

| (principal executive officer) | [added: | | | | | | | |]

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

We have audited the accompanying consolidated balance sheets of Albemarle Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] based on criteria established in *Internal Control—Integrated 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] 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: 2019,] [added: 2020,] based on criteria established in *Internal Control—Integrated Framework* (*2013)* issued by the COSO.

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 [removed: 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.]

The fair value of the mineral reserves [added: of $1,046.4 million] is determined using an excess earnings approach, which requires management to estimate future cash flows, net of capital investments in the specific operation.

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

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

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

| /s/ PricewaterhouseCoopers LLP | [added: | |]

| Charlotte, North Carolina | [added: | |]

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

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

| Year Ended December 31 | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | [added: | | | 2018 | | |]

| Net sales | [added: | |] $ | [removed: 3,589,427] [added: 3,128,909] | | | [added: | |] $ | [removed: 3,374,950] [added: 3,589,427] | | | [added: | |] $ | [removed: 3,071,976] [added: 3,374,950] | |

| Cost of goods sold | [removed: 2,331,649] | | [added: 2,134,056] | | [removed: 2,157,694] | | | | [removed: 1,965,700] [added: 2,331,649] | | | [added: | | | 2,157,694 | | |]

| Gross profit | [removed: 1,257,778] | | [added: 994,853] | | [removed: 1,217,256] | | | | [removed: 1,106,276] [added: 1,257,778] | | | [added: | | | 1,217,256 | | |]

| Selling, general and administrative expenses | [removed: 533,368] | | [added: 429,827] | | [removed: 446,090] | | | | [removed: 450,286] [added: 533,368] | | | [added: | | | 446,090 | | |]

| Research and development expenses | [removed: 58,287] | | [added: 59,214] | | [removed: 70,054] | | | | [removed: 84,330] [added: 58,287] | | | [added: | | | 70,054 | | |]

| Gain on sale of business | [removed: —] | | [added: —] | | [removed: (210,428] | | [removed: )] | | — | | | [added: | | | (210,428) | | |]

| Operating profit | [removed: 666,123] | | [added: 505,812] | | [removed: 911,540] | | | | [removed: 571,660] [added: 666,123] | | | [added: | | | 911,540 | | |]

| Interest and financing expenses | [removed: (57,695] | | [removed: )] [added: (73,116)] | | [removed: (52,405] | | [removed: )] | | [removed: (115,350] [added: (57,695)] | | [removed: )] | [added: | | | (52,405) | | |]

| Other expenses, net | [removed: (45,478] | | [removed: )] [added: (59,177)] | | [removed: (64,434] | | [removed: )] | | [removed: (9,512] [added: (45,478)] | | [removed: )] | [added: | | | (64,434) | | |]

| Income before income taxes and equity in net income of unconsolidated investments | [removed: 562,950] | | [added: 373,519] | | [removed: 794,701] | | | | [removed: 446,798] [added: 562,950] | | | [added: | | | 794,701 | | |]

| Income tax expense | [removed: 88,161] | | [added: 54,425] | | [removed: 144,826] | | | | [removed: 431,817] [added: 88,161] | | | [added: | | | 144,826 | | |]

| Income before equity in net income of unconsolidated investments | [removed: 474,789] | | [added: 319,094] | | [removed: 649,875] | | | | [removed: 14,981] [added: 474,789] | | | [added: | | | 649,875 | | |]

| Equity in net income of unconsolidated investments (net of tax) | [removed: 129,568] | | [added: 127,521] | | [removed: 89,264] | | | | [removed: 84,487] [added: 129,568] | | | [added: | | | 89,264 | | |]

| Net income | [removed: 604,357] | | [added: 446,615] | | [removed: 739,139] | | | | [removed: 99,468] [added: 604,357] | | | [added: | | | 739,139 | | |]

| Net income attributable to noncontrolling interests | [removed: (71,129] | | [removed: )] [added: (70,851)] | | [removed: (45,577] | | [removed: )] | | [removed: (44,618] [added: (71,129)] | | [removed: )] | [added: | | | (45,577) | | |]

| Net income attributable to Albemarle Corporation | [added: | |] $ | [removed: 533,228] [added: 375,764] | | | [added: | |] $ | [removed: 693,562] [added: 533,228] | | | [added: | |] $ | [removed: 54,850] [added: 693,562] | |

| Basic earnings per share | [added: | |] $ | [removed: 5.03] [added: 3.53] | | | [added: | |] $ | [removed: 6.40] [added: 5.03] | | | [added: | |] $ | [removed: 0.49] [added: 6.40] | |

| Diluted earnings per share | [added: | |] $ | [removed: 5.02] [added: 3.52] | | | [added: | |] $ | [removed: 6.34] [added: 5.02] | | | [added: | |] $ | [removed: 0.49] [added: 6.34] | |

| Weighted-average common shares outstanding—basic | [removed: 105,949] | | [added: 106,402] | | [removed: 108,427] | | | | [removed: 110,914] [added: 105,949] | | | [added: | | | 108,427 | | |]

| Weighted-average common shares outstanding—diluted | [removed: 106,321] | | [added: 106,808] | | [removed: 109,458] | | | | [removed: 112,380] [added: 106,321] | | | [added: | | | 109,458 | | |]

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

| J. Kent Masters | | | | | | | | |

| February 19, 2021 | | | | | | | | |

| *Albemarle Corporation and Subsidiaries* | | | | | | | | |

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.

*Goodwill Impairment Assessment – Refining Solutions Reporting Unit*

As described in Notes 1 and 12 to the consolidated financial statements, the Company’s goodwill balance was $1,666 million as of December 31, 2020, and the goodwill associated with the Refining Solutions reporting unit was $190 million.

Management conducts an impairment test as of October 31 of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired.

Potential impairment is identified by comparing the fair value of a reporting unit to its carrying value, including goodwill.

Fair value is estimated by management using present value techniques involving future cash flows.

Management’s cash flow projections for the Refining Solutions reporting unit included significant judgment and assumptions relating to revenue growth rates, adjusted EBITDA margins and the discount rate.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Refining Solutions reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Refining Solutions reporting unit; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the model; and (iv) evaluating the significant assumptions used by management related to the revenue growth rates, adjusted EBITDA margins, and the discount rate.

Evaluating management’s assumptions related to the revenue growth rates and adjusted EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external economic and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

| February 19, 2021 | | |

| *Albemarle Corporation and Subsidiaries* | | | | | | | | |

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| *Albemarle Corporation and Subsidiaries* | | | | | | | | |

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| *Albemarle Corporation and Subsidiaries* | | | | | | | | |

| Cash and cash equivalents | | | $ | 746,724 | | | | | $ | 613,110 | |

| Total assets | | | $ | 10,450,946 | | | | | $ | 9,860,863 | |

| Accrued expenses | | | 440,763 | | | | | | 576,297 | | |

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| *Albemarle Corporation and Subsidiaries* | | | | | | | | |

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.

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| /S/ LUTHER C. KISSAM IV |

| Luther C. Kissam IV |

| February 26, 2020 |

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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.

*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.

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

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.

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| Accrued expenses | 553,160 | | | | 257,323 | | |

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

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| Balance at January 1, 2017 | | 112,523,790 | | | $ | 1,125 | | | $ | 2,084,418 | | | $ | (412,412 | ) | | $ | 2,121,931 | | | $ | 3,795,062 | | | $ | 147,542 | | | $ | 3,942,604 | |

| Net income | | | | | | | | | | | | | | | | | 54,850 | | | | 54,850 | | | | 44,618 | | | | 99,468 | | |

| Other comprehensive income | | | | | | | | | | | | | 186,744 | | | | | | | | 186,744 | | | | 887 | | | | 187,631 | | |

| Exercise of stock options | | 210,432 | | | 2 | | | | 8,236 | | | | | | | | | | | | 8,238 | | | | | | | | 8,238 | | |

| Shares repurchased | | (2,341,083 | ) | | (23 | | ) | | (249,977 | | ) | | | | | | | | | | (250,000 | | ) | | | | | | (250,000 | | ) |

| Termination of Tianqi Lithium Corporation option agreement | | | | | | | | | 13,144 | | | | | | | | | | | | 13,144 | | | | (13,144 | | ) | | — | | |

| Balance at January 1, 2018 | | 110,546,674 | | | $ | 1,105 | | | $ | 1,863,949 | | | $ | (225,668 | ) | | $ | 2,035,163 | | | $ | 3,674,549 | | | $ | 143,147 | | | $ | 3,817,696 | |

| Cash dividends declared, $1.34 per common share | | | | | | | | | | | | | | | | | (144,601 | | ) | | (144,601 | | ) | | (14,756 | | ) | | (159,357 | | ) |

| 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 | |

| Cash and cash equivalents at beginning of year | $ | 555,320 | | | $ | 1,137,303 | | | $ | 2,269,756 | |

| Gain on acquisition | — | | | | — | | | | (6,221 | | ) |

| Repayments from joint ventures | — | | | | — | | | | 1,250 | | |

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After obtaining legal rights, exploration costs are expensed in areas where we have uncertainty about obtaining proven resources.

In areas where we have substantial knowledge about the area and consider it probable to obtain commercially viable proven resources, exploration and evaluation costs are capitalized.

If technical feasibility studies have been obtained, resource evaluation expenses are capitalized when the study demonstrates proven or probable resources for which future economic returns are expected, while costs for projects that are not considered viable are expensed.

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Management’s report [added: on internal control over financial reporting] and the independent registered public accounting firm’s report are included in Item 8 under the captions entitled “Management’s Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” and are incorporated herein by reference.

No [removed: 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: 2019] [added: 2020] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Design and Evaluation of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) and 15d-15(f).

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019.

In making this assessment, management used the criteria for effective internal control over financial reporting described in the “Internal Control-Integrated Framework” (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

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.

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| *Albemarle Corporation and Subsidiaries* | | |

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Our Chief Executive Officer made his annual certification to that effect to the NYSE as of [removed: June 3, 2019.][added: May 13, 2020.]

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| *Albemarle Corporation and Subsidiaries* | | | | | | | | |

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

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

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

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

| | | [added: | | | |] The following documents are filed as exhibits to this Annual Report on Form 10-K pursuant to Item 601 of Regulation S-K: | [added: | | | | |]

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

| [2.2](http://www.sec.gov/Archives/edgar/data/915913/000091591316000065/exhibit2106302016.htm) | | [added: | | | |] [Share Purchase Agreement, dated as of June 17, 2016, between Albemarle Corporation and BASF SE \[filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (No. 1-12658), filed on August 5, 2016, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591316000065/exhibit2106302016.htm) | [added: | | | | |]

| [2.3](http://www.sec.gov/Archives/edgar/data/915913/000091591317000010/exhibit231231201610-k.htm) | | [added: | | | |] [First Amendment to the Share Purchase Agreement, dated December 7, 2016, between Albemarle Corporation and BASF SE \[filed as Exhibit 2.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (No. 1-12658), and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591317000010/exhibit231231201610-k.htm) | [added: | | | | |]

| [2.4](http://www.sec.gov/Archives/edgar/data/915913/000091591317000010/exhibit241231201610-k.htm) | | [added: | | | |] [Second Amendment to the Share Purchase Agreement, dated December 14, 2016, between Albemarle Corporation and BASF SE \[filed as Exhibit 2.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (No. 1-12658), and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591317000010/exhibit241231201610-k.htm) | [added: | | | | |]

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/915913/000119312517168690/d586786dex31.htm)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/915913/000091591318000039/exhibit310630201810q.htm)] | | [added: | | | |] [Amended and Restated Articles of Incorporation of Albemarle Corporation \[filed as Exhibit 3.1 to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (No. 1-12658) filed on [removed: May 12, 2017,] [added: August 7, 2018,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312517168690/d586786dex31.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591318000039/exhibit310630201810q.htm)] | [added: | | | | |]

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

| [4.1](http://www.sec.gov/Archives/edgar/data/915913/000119312505008878/dex41.htm) | | [added: | | | |] [Indenture, dated as of January 20, 2005, between Albemarle Corporation and The Bank of New York, as trustee \[filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on January 20, 2005, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312505008878/dex41.htm) | [added: | | | | |]

| [4.2](http://www.sec.gov/Archives/edgar/data/915913/000119312510278095/dex42.htm) | | [added: | | | |] [Second Supplemental Indenture, dated as of December 10, 2010, between Albemarle Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York \[filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 10, 2010, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312510278095/dex42.htm) | [added: | | | | |]

| [4.3](http://www.sec.gov/Archives/edgar/data/915913/000094787114000728/ss407248_ex0401.htm) | | [added: | | | |] [Third Supplemental Indenture, dated as of November 24, 2014, among Albemarle Corporation, Albemarle Holdings Corporation (now Rockwood Holdings, Inc.) and Albemarle Holdings II Corporation (now Rockwood Specialties Group, Inc.) and U.S. Bank National Association, as trustee \[filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000094787114000728/ss407248_ex0401.htm) | [added: | | | | |]

| [4.4](http://www.sec.gov/Archives/edgar/data/915913/000094787115000064/ss414512_ex0401.htm) | | [added: | | | |] [Fourth Supplemental Indenture, dated as of January 29, 2015, among Albemarle Corporation, Rockwood Holdings, Inc. (as successor by merger to Albemarle Holdings Corporation), Rockwood Specialties Group, Inc. (as successor by merger to Albemarle Holdings II Corporation), The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor to The Bank of New York, as resigning trustee, and U.S. Bank National Association, as successor trustee \[filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on January 29, 2015, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000094787115000064/ss414512_ex0401.htm) | [added: | | | | |]

| [4.5](http://www.sec.gov/Archives/edgar/data/915913/000119312510278095/dex43.htm) | | [added: | | | |] [Form of Global Security for the 4.50% Senior Notes due 2020 \[filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 10, 2010, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312510278095/dex43.htm) | [added: | | | | |]

| [4.6](http://www.sec.gov/Archives/edgar/data/915913/000094787114000728/ss407248_ex0403.htm) | | [added: | | | |] [Form of Global Security for the 4.150% Senior Notes due 2024 \[filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000094787114000728/ss407248_ex0403.htm) | [added: | | | | |]

| [4.7](http://www.sec.gov/Archives/edgar/data/915913/000094787114000728/ss407248_ex0404.htm) | | [added: | | | |] [Form of Global Security for the 5.450% Senior Notes due 2044 \[filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000094787114000728/ss407248_ex0404.htm) | [added: | | | | |]

| [4.8](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit481231201410-k.htm) | | [added: | | | |] [Form of Global Security for the 1.875% Senior Notes due 2021 \[filed as Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit481231201410-k.htm) | [added: | | | | |]

| [4.9](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin41.htm) | | [added: | | | |] [Fifth Supplemental Indenture, dated as of November 25, 2019, among Albemarle Corporation, Albemarle Wodgina Pty Ltd and U.S. Bank National Association, as trustee \[filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 25, 2019, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin41.htm) | [added: | | | | |]

| [4.10](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin42.htm) | | [added: | | | |] [Form of Floating Rate Note due 2022 \[filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 25, 2019, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin42.htm) | [added: | | | | |]

| [4.11](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin43.htm) | | [added: | | | |] [Form of 3.450% Note due 2029 \[filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 25, 2019, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin43.htm) | [added: | | | | |]

| [4.12](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin44.htm) | | [added: | | | |] [Form of 1.125% Note due 2025 \[filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 25, 2019, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin44.htm) | [added: | | | | |]

| [4.13](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin45.htm) | | [added: | | | |] [Form of 1.625% Note due 2028 \[filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on November 25, 2019, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591319000106/a11-25x19xxbondofferin45.htm) | [added: | | | | |]

| [#10.1](http://www.sec.gov/Archives/edgar/data/915913/000119312513130546/d483714ddef14a.htm) | | [added: | | | |] [2013 Stock Compensation and Deferral Election Plan for Non-Employee Directors of Albemarle Corporation \[filed as Annex A to the Company’s definitive Proxy Statement on Schedule 14A (No. 1-12658) filed on March 28, 2013, and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312513130546/d483714ddef14a.htm) | [added: | | | | |]

| [#10.2](http://www.sec.gov/Archives/edgar/data/915913/000091591316000065/exhibit1010630201610q.htm) | | [added: | | | |] [First Amendment to the Albemarle Corporation Stock Compensation and Deferral Election Plan \[filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (No. 1-12658), and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591316000065/exhibit1010630201610q.htm) | [added: | | | | |]

| [#10.3](http://www.sec.gov/Archives/edgar/data/915913/000120677406000435/exhibit10-10.htm) | | [added: | | | |] [Compensation Arrangement with Luther C. Kissam, IV, dated August 29, 2003 \[filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (No. 1-12658), and incorporated herein by reference\].](http://www.sec.gov/Archives/edgar/data/915913/000120677406000435/exhibit10-10.htm) | [added: | | | | |]

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

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

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

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

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

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

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

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

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