Albemarle (ALB) 10-K risk factor changes: FY2023 vs FY2021

We conduct a substantial portion of our business outside the U.S., with approximately [removed: 88%] [added: 90%] of our [added: net] sales to foreign countries.

Failure to comply with these regulations could subject [added: us or] our subsidiaries to [removed: fines,] [added: fines and] enforcement actions and/or have an adverse effect on our reputation and the value of our common stock.

In [removed: 2022,] [added: 2023,] net sales shipped to China represented [removed: 33%] [added: 30%] of our total net sales.

Additionally, we own three production facilities located in China and are in the process of [removed: constructing] [added: commissioning and starting up] a lithium conversion plant in Meishan, China.

[added: Recently, Australia] and China have attempted to improve relations and resolve trade disputes.

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

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

As a result, we must commit substantial resources each year to research and [added: development.]

Changes in our customers’ products or processes may enable our customers to reduce consumption of the specialty chemicals that we produce or make our [removed: specialty chemicals unnecessary.]

Many of our customers are in industries, including the electronics, building and construction, oilfield and automotive industries, [removed: which] are cyclical in nature, or which are subject to secular market [removed: downturns.][added: downturns or may face adverse effects of evolving regulatory regimes.]

[removed: We] [added: - We] could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption [removed: laws.][added: laws, and in the past have paid fines in order to resolve self-reported potential violations of such laws.]

We endeavor to license or otherwise obtain intellectual [added: property rights on terms favorable to us.]

Even if we ultimately prevail in an infringement suit, the existence of the suit could prompt customers to switch to products that are not the subject of [removed: infringement suits.]

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

Our lithium reserves will, without [removed: more,] [added: acquiring or developing additional reserves,] decline as we continue to extract these raw materials.

To the extent that such development, [removed: adoption] [added: adoption, decarbonization] and growth do not occur in the volume and/or manner that we contemplate, including for reasons described under the heading “The development of non-lithium battery technologies could adversely affect us,” above, the long-term growth in the [added: markets for lithium products may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results.]

Our ability to successfully develop our lithium [removed: resources, including our 60% interest in MARBL’s Wodgina mine,] [added: resources] and generate a return on investment will be affected by changes in the demand for and market price of lithium-based end products, such as lithium hydroxide.

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

Following the Wodgina [removed: acquisition,] [added: acquisition in 2019,] the Wodgina mine idled production of spodumene until market demand supported bringing the mine back into production.

We have [added: since] resumed spodumene concentrate production at the Wodgina [removed: mine,] [added: mine in 2022,] but there are no assurances that we will not idle production at the Wodgina mine or one of our other mines in the future due to lack of market demand or for other reasons.

[removed: While lithium market indices have increased 70% to 200% since the start of 2022, they may decline] [added: High volatility or further declines] in the [removed: future, and any such decline] [added: lithium prices] could have a material and adverse effect on the revenues and profitability of our Lithium business and on our company generally.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: 7,400] [added: 9,000] employees, including employees of our consolidated joint ventures.

Approximately [removed: 30%] [added: 26%] 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.]

With respect to our potential exposure to foreign currency fluctuations and devaluations, for the year ended December 31, [removed: 2022,] [added: 2023,] approximately [removed: 29%] [added: 28%] of our net sales were denominated in currencies other than the U.S. Dollar.

We continue to monitor the effects of the Inflation Reduction Act and other regulatory [removed: developments on our financial condition, operating results, and income tax rate.]

We anticipate approximately [removed: $12] [added: $11] million of required cash contributions during [removed: 2023] [added: 2024] for our defined benefit pension plans.

Additional voluntary pension contributions in and after [removed: 2023] [added: 2024] may vary depending on factors such as asset returns, interest rates, and legislative changes.

- unforeseen claims and liabilities, including unexpected environmental [removed: exposures;][added: exposures and litigation arising from acquisitions;]

- loss of senior managers and other critical personnel and problems with new labor unions and cultural challenges associated with integrating employees from the acquired company into our organization; [removed: and]

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

We seek to detect and investigate all security incidents and to prevent their recurrence, [added: as well as work with third-party service providers on detection of, and alerting us to, any incidents affecting us,] but in some cases we might be unaware of an incident or its magnitude and effects.

The theft, unauthorized use or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise [added: adversely affect our business.]

[added: - Restrictive covenants in our debt instruments may] adversely affect our business.

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

In addition, risks associated with information technology systems failures or network disruptions, including risks associated with upgrading our systems or in successfully integrating information technology and other systems in connection with the integration of businesses we acquire, [added: or vulnerabilities in our third-party service providers’ systems,] could disrupt our operations by impeding our processing of transactions, financial reporting and our ability to protect our customer or company information, which could adversely affect our business and results of operations.

[removed: Finally,] [added: Additionally,] we face increased information technology security and fraud risks due to our increased reliance on working remotely during the COVID-19 pandemic and beyond, which may create additional information security vulnerabilities and/or magnify the impact of any disruption in information technology systems.

The Chemical Facility Anti-Terrorism Standards program (“CFATS Program”), which is administered by the Department of Homeland Security (“DHS”), identifies and regulates chemical facilities to ensure that they have security measures in place to reduce the risks associated with potential terrorist attacks on chemical plants located in the U.S. [removed: In December 2014,] [added: DHS has enacted rules under] the [removed: Protecting and Securing Chemical Facilities from Terrorist Attacks Act] [added: CFATS Program that impose comprehensive federal security regulations for high-risk chemical facilities in possession] of [removed: 2014 (“CFATS Act”) was enacted.][added: specified quantities of chemicals of interest.]

[removed: This rule establishes] [added: These rules establish] risk-based performance standards for the security of the U.S.’s chemical facilities.

[removed: It requires] [added: They require] covered chemical facilities to prepare Security Vulnerability Assessments, which identify facility security vulnerabilities, and to develop and implement Site Security Plans, which include measures that satisfy the identified risk-based performance standards.

Risk Factor Summary

The following is a summary of some of the principal risks that could adversely affect our business, financial condition or results of operations.

This summary should be read together with the more detailed description of each risk contained below.

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

- Our inability to secure key raw materials, or to pass through increases in costs and expenses for other raw materials and energy, on a timely basis or at all, including due to climate change, could have an adverse effect on the margins of our products and our results of operations.

- Competition within our industry may place downward pressure on the prices and margins of our products and may adversely affect our businesses and results of operations.

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

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

- Downturns in our customers’ industries, many of which are cyclical, could adversely affect our sales and profitability.

- Our results are subject to fluctuation because of irregularities in the demand for our HPC catalysts and certain of our agrichemicals.

- Regulation, or the threat of regulation, of some of our products could have an adverse effect on our sales and profitability.

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

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

- Our business could be adversely affected by environmental, health and safety laws and regulations.

- We may be subject to indemnity claims and liable for other payments relating to properties or businesses we have divested.

- We are subject to extensive foreign government regulation that can negatively impact our business.

- Our inability to protect our intellectual property rights, or being accused of infringing on intellectual property rights of third parties, could have a material adverse effect on our business, financial condition and results of operations.

- There is risk to the growth of lithium markets.

- Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our revenues and profitability generally.

- If we are unable to retain key personnel or attract new skilled personnel, it could have an adverse effect on our business.

- Some of our employees are unionized, represented by works councils or are employed subject to local laws that are less favorable to employers than the laws of the U.S.

- Our joint ventures may not operate according to their business plans if our partners fail to fulfill their obligations, which may adversely affect our results of operations and may force us to dedicate additional resources to these joint ventures.

- Our required capital expenditures can be complex, may experience delays or other difficulties, and the costs may exceed our estimates.

- We will need a significant amount of cash to service our indebtedness and our ability to generate cash depends on many factors beyond our control.

- Because a significant portion of our operations is conducted through our subsidiaries and joint ventures, our ability to service our debt may be dependent on our receipt of distributions or other payments from our subsidiaries and joint ventures.

- Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing, the market price of our securities and our debt service obligations.

- We are exposed to fluctuations in currency exchange rates, which may adversely affect our operating results and net income.

- Significant or prolonged periods of higher interest rates may have an adverse effect on our results of operations, financial condition and cash flows.

- Inflationary trends in the price of our input costs, such as raw materials, transportation and energy, could adversely affect our business and financial results.

- Changes in, or the interpretation of, tax legislation or rates throughout the world could materially impact our results.

- Future events may impact our deferred tax asset position and U.S. deferred federal income taxes on undistributed earnings of international affiliates that are considered to be indefinitely reinvested.

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

- Although our pension plans currently meet minimum funding requirements, events could occur that would require us to make significant contributions to the plans and reduce the cash available for our business.

- We may not be able to consummate future acquisitions or integrate acquisitions into our business, which could result in unanticipated expenses and losses.

- We may continue to expand our business through acquisitions and we may incur additional indebtedness, including indebtedness related to acquisitions.

- If our goodwill, intangible assets or long-lived assets become impaired, we may be required to record a significant charge to earnings.

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

- Our business and operations could suffer in the event of cybersecurity breaches, information technology system failures, or network disruptions.

- The occurrence or threat of extraordinary events, including domestic and international terrorist attacks, may disrupt our operations and decrease demand for our products.

- National or international disputes, political instability, terrorism war or armed hostilities, could impact our results of operations.

Recently, Australia

development.

As 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 Foreign Corrupt Practices Act, and other potentially applicable laws.

Based on this internal investigation, we have voluntarily self-reported potential issues relating to the use of third-party sales representatives in our Refining Solutions business, within our Catalysts segment, to the U.S. Department of Justice (“DOJ”), the SEC, and the Dutch Public Prosecutor (“DPP”), and are cooperating with the DOJ, the SEC, and the DPP in their review of these matters.

In connection with our internal investigation, we have implemented, and are continuing to implement, appropriate remedial measures.

We have commenced discussions with the SEC, DOJ and DPP about a potential resolution of these matters.

At this time, we are unable to predict the duration, scope, result, or related costs associated with the investigations.

We also are unable to predict what action may be taken by the DOJ, the SEC, or the DPP, or what penalties or remedial actions they may ultimately seek.

Any determination that our operations or activities are not, or were not, in compliance with existing laws or regulations could result in the imposition of fines, penalties, disgorgement, equitable relief, or other losses.

We do not believe, however, that any such fines, penalties, disgorgement, equitable relief, or other losses would have a material adverse effect on our financial condition or liquidity.

However, an adverse resolution could have a material adverse effect on our results of operations in a particular period.

property rights on terms favorable to us.

markets for lithium products may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results.

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

In addition, we have renegotiated certain of our long-term agreements to include higher pricing that is more reflective of current market conditions.

In other cases, we have moved from our previous fixed-price, long-term agreements toward index-referenced and variable-priced contracts.

As a result, our Lithium business is more aligned with changes in market and index pricing than it has been in the past.

venture.

The realignment of our former Lithium, Bromine and Catalysts segments into our Energy Storage, Specialties and Ketjen (Catalysts) segments may not benefit us as we expect or result in an improvement in our operating results.

In August 2022, we announced plans to realign our Lithium and Bromine global business units into a new corporate structure designed to better meet customer needs and foster talent required to deliver in a competitive global environment.

In addition, we announced our decision to retain our Catalysts business under a separate, wholly-owned subsidiary.

Effective January 1, 2023, we realigned our Lithium and Bromine global business units into new Energy Storage and Specialties segments.

Energy Storage focuses on the lithium-ion battery evolution and the transition to clean energy.

Specialties combines the former Bromine business with the Lithium specialties business.

We also reorganized our former Catalysts business unit into a wholly-owned subsidiary branded as Ketjen.

If we do not manage this reorganization and the consequent realignment of responsibilities effectively, or if this new organization does not provide better service and products to our customers, then our overall business could suffer with an adverse impact on our financial condition and results of operations.

We will continue to report our segments in the current structure until our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, the period in which the new organizational structure became effective.

For example, results for our Catalysts segment have been negatively impacted in 2022 as a result of inflationary pressures in freight and input costs, including as a result of the volatility of natural gas pricing in Europe related to the war in Ukraine.

The OECD has also proposed the introduction of a global minimum tax rate at 15%.

Consultations are ongoing and while we expect increased tax compliance requirements, we are unable to predict the ultimate outcome of this proposal.

Attempts to gain unauthorized access to our information technology systems become more sophisticated over time.

DHS has 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 continue to closely monitor the impact of the COVID-19 pandemic and its impact on our business.

The COVID-19 pandemic has created significant uncertainty, volatility and economic disruption and any future pandemics could have a serious adverse impact on the economy and on our business, results of operations and cash flows.

While we have not experienced a material impact as a result of the COVID-19 pandemic to date, the ultimate extent to which the COVID-19 pandemic and any future pandemics impact our business, results of operations, financial position, and cash flows is difficult to predict and dependent upon many factors over which we have no control.

The military conflict between Russia and Ukraine, and the global response to it, could impact our results of operations.

For example, results for our Catalysts segment were negatively impacted in 2022 as a result of inflationary pressures in freight and input costs, including the volatility of natural gas pricing in Europe related to the war in Ukraine.

We currently do not sell our products into Russia nor have assets or any operations in the country, however, a significant escalation or expansion of economic disruption or the conflict’s current scope could have a material adverse effect on our results of operations due to its impact in the countries in which we do conduct business.

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

Significant regional or national differences in approaches

- impacts of the [added: situation in the Middle East and the] military conflict between Russia and [removed: Ukraine] [added: Ukraine,] and the global response to it;

- the inability to realize the benefits of our decision to retain our [removed: Catalysts] [added: Ketjen] business as a wholly-owned subsidiary and to realign our Lithium and Bromine global business units into a new corporate structure, including Energy Storage and Specialties business units; and

We assume no obligation to provide [added: any] revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.

The following is a discussion and analysis of our results of operations for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

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

- In the first quarter of [removed: 2022,] [added: 2023,] we increased our quarterly dividend for the 29th consecutive year, to [removed: $0.395] [added: $0.40] per share.

The [added: net] proceeds from [removed: this] [added: the] issuance [added: of the 2022 Notes] were used to [removed: redeem] [added: repay] the [added: balance of commercial paper notes, the remaining balance of $425.0 million of the] 4.15% Senior Notes due [removed: in] 2024 (the “2024 [removed: Notes”), repay the balance of commercial paper outstanding] [added: Notes”)] and for general corporate purposes.

- We [removed: announced the realignment of] [added: realigned] our Lithium and Bromine global business units into a new corporate structure designed to better meet customer needs and foster talent required to deliver in a competitive global environment.

The realignment [removed: was effective January 1, 2023, and] resulted in the following three reportable segments: (1) Energy Storage; (2) Specialties; and (3) [removed: Ketjen (Catalysts).][added: Ketjen.]

[removed: *•*In] [added: On] October [added: 25,] 2022, [removed: we] [added: the Company] completed the acquisition of all of the outstanding equity of Qinzhou, for approximately $200 million in cash.

[removed: -] In December 2022, we [removed: announced the acquisition of] [added: also acquired] a location in Charlotte, North Carolina, where we intend to invest at least $180 million to establish the Albemarle Technology Park, a world-class facility designed for novel materials research, advanced process development, and acceleration of next-generation lithium products to market.

[removed: In particular, the market for lithium battery and energy storage, particularly for electric vehicles (“EVs”), remains strong, providing the] opportunity to continue to develop high quality and innovative products while managing the high cost of expanding capacity.

Amidst these dynamics, [added: and despite recent downward lithium price pressure,] we believe our business fundamentals are sound and that we are strategically well-positioned as we remain focused on increasing sales volumes, optimizing and improving the value of our portfolio primarily through pricing and product development, managing costs and delivering value to our customers and shareholders.

Beginning in the first quarter of 2023, the chief operating decision maker [removed: began evaluating] [added: evaluated] performance, forecasting and making resource allocation decisions based on our previously announced realignment of the Lithium and Bromine global business units.

[removed: The realignment] [added: This] resulted in the following three reportable segments: (1) Energy Storage; (2) Specialties; and (3) [removed: Ketjen (Catalysts).][added: Ketjen.]

[removed: We announced agreements for a] [added: Our growth investments include] strategic [removed: investment] [added: investments] in China with plans to build a battery grade lithium conversion plant in Meishan initially targeting 50,000 metric [removed: tons] [added: tonnes] of LCE per year.

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

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 developing markets are likely to drive continued demand for fire [removed: safety] [added: safety, bromine and lithium specialties] products.

We are focused on profitably growing our globally competitive [removed: bromine and derivatives] production [removed: network] [added: networks] to serve all major bromine [added: and lithium specialties] consuming products and markets.

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

[removed: Volume] [added: In addition, volume] is expected to grow across each of the Ketjen businesses.

The [removed: fluidized catalytic cracking (“FCC”)] [added: FCC] market has recovered from the COVID-19 pandemic as a result of increased travel and depletion of global gasoline inventories.

Our decision to retain this business as a separate, wholly-owned subsidiary is intended to better meet customer needs and foster [added: the] talent required to deliver in a competitive global environment.

In [removed: performance catalyst solutions (“PCS”),] [added: PCS,] we expect growth on a longer-term basis in our organometallics business due to growing global demand for plastics driven by rising standards of living and infrastructure spending.

We expect our global effective tax rate will vary based on the locales in which income is actually earned and remains subject to potential volatility from changing legislation in the United States, such as the Inflation Reduction Act and the [removed: CHIPS and Science Act of 2022,] [added: recently released Pillar II effective in 2024,] and other tax jurisdictions.

Results for the year ended December 31, [removed: 2022] [added: 2023] include an actuarial gain of [removed: $37.0] [added: $10.2] million [removed: ($26.5] [added: ($8.3] million after income taxes), as compared to a loss of [removed: $56.9] [added: $37.0] million [removed: ($43.6] [added: ($26.5] million after income taxes) for the year ended December 31, [removed: 2021.][added: 2022.]

[removed: Discussion] [added: With the exception] of [added: the segment results of operations for the realigned Energy Storage and Specialties segments, discussion of] our results of operations for the year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020] [added: 2021] can be found in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2021.][added: 2022.]

Comparison of [removed: 2022] [added: 2023] to [removed: 2021][added: 2022]

| *In thousands* | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | $ Change | | | | | | % Change | | |

| [removed: Net] [added: Total net] sales | | | $ | [added: 9,617,203 | | | | | 100.0 | | % | | | | $ |] 7,320,104 | | | | | [added: 100.0 | | % | | | |] $ | 3,327,957 | | | | | [removed: $] [added: 100.0] | [removed: 3,992,147] | [added: %] | | | | [added: 31 | | % | | | |] 120 | | % |

| Gross profit margin | | | [removed: 42.0] [added: 12.3] | | % | | | | [removed: 30.0] [added: 42.0] | | % | | | | | | | | | | | | |

| [removed: •Favorable] [added: •$289.3 million of favorable] pricing [removed: impacts and higher sales volume in all businesses,] [added: impacts,] primarily in [removed: Lithium •Increased commission expenses in Chile resulting from] the [added: fire safety solutions division •$98.5 million of] higher [removed: pricing in Lithium •Increased utility costs, primarily natural gas in Europe, and freight costs in each] [added: sales volume related to increased demand across all products •$52.4 million] of [removed: our businesses •Unfavorable] [added: unfavorable] currency [removed: exchange impacts] [added: translation] resulting from the stronger U.S. Dollar against various currencies | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative expenses | | | $ | [removed: 524,145] [added: 919,493] | | | | | $ | [removed: 441,482] [added: 524,145] | | | | | $ | [removed: 82,663] [added: 395,348] | | | | | [removed: 19] [added: 75] | | % |

| Percentage of Net sales | | | [removed: 7.2] [added: 9.6] | | % | | | | [removed: 13.3] [added: 7.2] | | % | | | | | | | | | | | | |

| Research and development expenses | | | $ | [removed: 71,981] [added: 85,725] | | | | | $ | [removed: 54,026] [added: 71,981] | | | | | $ | [removed: 17,955] [added: 13,744] | | | | | [removed: 33] [added: 19] | | % |

| Percentage of Net sales | | | [removed: 1.0] [added: 0.9] | | % | | | | [removed: 1.6] [added: 1.0] | | % | | | | | | | | | | | | |

[removed: Loss (Gain)] [added: (Gain) Loss] on [removed: Sale of Business/Interest] [added: Change] in [removed: Properties,] [added: Interest in Properties/Sale of Business,] Net

| [removed: Loss (gain)] [added: Gain (loss)] on [removed: sale of business/interest] [added: change] in [removed: properties, net | | | $ | 8,400 | |] [added: interest in properties/sale of business, net(b)] | | | [removed: $] [added: 71,190] | [removed: (295,971)] | | | | | [removed: $] [added: (8,400)] | [removed: 304,371] | | | | | [added: 295,971] | | |

| [removed: •2022 expense related to cost overruns for MRL’s 40% interest in lithium hydroxide conversion assets being built] [added: •Gain] in [removed: Kemerton, Western Australia •2021 included a gain of $428.4 million] [added: 2023] resulting from the [removed: sale] [added: restructuring] of the [removed: FCS business on June 1, 2021 •A $132.4 million expense] [added: MARBL joint venture with MRL. See Note 10, “Investments,” for further details. •Loss in 2022] related to cost overruns for MRL’s 40% interest in lithium hydroxide conversion assets being built in [removed: Kemerton in 2021] [added: Kemerton, Western Australia] | | | | | | | | | | | | | | | | | | | | | | | |

| Interest and financing [removed: expenses | | | $ | (122,973) | |] [added: expenses(a)] | | | [removed: $] [added: (116,072)] | [removed: (61,476)] | | | | | [removed: $] [added: (122,973)] | [removed: (61,497)] | | | | | [removed: 100] [added: (61,476)] | | [removed: %] |

- impact of any future pandemics;

2023 Highlights

- We announced the official brand launch of Ketjen, a wholly owned subsidiary, previously known as the Catalysts reportable segment.

- We entered into a definitive agreement with Ford Motor Company to deliver battery-grade lithium hydroxide to support the automaker's ability to scale electric vehicle (“EV”) production.

Albemarle will supply more than 100,000 metric tons of battery-grade lithium hydroxide for approximately three million future Ford EV batteries.

The five-year supply agreement starts in 2026 and continues through 2030.

- We announced a $90 million critical materials award from the U.S. Department of Defense to support the restart of Kings Mountain, N.C. mine.

This award is in addition to the previously announced nearly $150 million grant from the U.S. Department of Energy to support the construction of a new, commercial-scale U.S.-based lithium concentrator facility at Kings Mountain, N.C.

- We signed agreements with Caterpillar Inc. to collaborate on solutions to support the full circular battery value chain and sustainable mining operations.

The collaboration aims to support our effort to establish Kings Mountain, N.C. as the first-ever zero-emissions lithium mine site in North America.

It also makes our North-American-produced lithium available for use in Caterpillar battery production.

- We amended the MARBL lithium joint venture with MRL to acquire the remaining 40% ownership of the Kemerton lithium hydroxide processing facility in Australia that was jointly owned with MRL through the MARBL joint venture.

Following this restructuring, Albemarle and MRL each own 50% of Wodgina, and MRL operates the Wodgina mine on behalf of the joint venture.

In connection with this restructuring, we paid MRL approximately $380 million in cash.

- Our Meishan, China lithium conversion plant achieved mechanical completion in December 2023 and has moved to the commissioning phase.

- We recorded net sales of $9.6 billion during 2023, an increase of 31% from the prior year.

- Cash flows from operations in 2023 were $1.3 billion.

In particular, we believe that the market for lithium battery and energy storage, particularly for EVs, remains strong, providing the

During the course of 2023, lithium index pricing dropped significantly.

At this time, the current situation in the Middle East has resulted in our business operations continuing as normal with some shipping and raw material delays.

We are monitoring the situation and will continue to make efforts to protect the safety of our employees and the health of our business.

Energy Storage: We expect Energy Storage net sales and profitability to decrease year-over-year in 2024 if lithium market prices remain at their low current levels.

Due to many of our contracts being index-referenced and variable-priced, our business is more aligned with changes in market and index pricing.

The first part of 2023 saw record high lithium price levels which increased prior year results, helping drive the expected decrease in year-over-year comparisons.

As a result, increases or further decreases in lithium market pricing could have a material impact on our results.

We do expect the lower pricing to be partially offset by higher sales volume driven primarily by additional capacity from La Negra, Chile, Kemerton, Western Australia, and Qinzhou, China, as well as additional tolling volume supported by increased spodumene production out of Australia.

The Meishan, China lithium conversion plant achieved mechanical completion and has moved to the commissioning phase.

In addition, lower expected earnings are driven by higher variable costs, primarily due to the higher market pricing of salts and spodumene expected to be realized during the year.

During the fourth quarter of 2023, we recorded a $604 million charge to reduce the value of certain spodumene and finished goods to their net realizable value following the decline in lithium market pricing at the end of the year.

We could record additional inventory valuation charges in 2024 if lithium prices continue to deteriorate during the projected period of conversion and sale.

In addition, we completed the amendment of the MARBL joint venture in Australia.

The restructured agreements, among other things, increase our interest in the first two conversion trains of the Kemerton processing plant from 60% to 100%.

Following the transaction, we hold a 50% ownership interest in the Wodgina Lithium Mine Project.

Specialties: We expect both net sales and profitability to be relatively flat in 2024 as we recover from reduced customer demand in certain markets, including consumer and industrial electronics, and maintain strong demand in other end-markets, such as pharmaceuticals, agriculture and oilfield services.

We have taken measures to reduce the negative impact of lower demand, which we expect to show positive impacts in 2024.

The combination of our solid, long-term business fundamentals, strong cost position, product

Ketjen: Total Ketjen results in 2024 are expected to increase year-over-year due to higher pricing, while raw material and energy costs stabilized during 2023.

HPC demand tends to be lumpier than FCC demand, but we have seen increased demand as refineries are taking turnarounds.

Additionally, we have signed an agreement to supply unique technologies to new markets, such as the hydrotreated vegetable oil market, which supports the energy transition for sustainable aviation fuels and supports our business growth.

In January 2024 we announced that we are taking measures to unlock near term cash flow and generate long-term financial flexibility by re-phasing organic growth investments and optimizing our cost structure.

- continuing uncertainties as to the duration and impact of the novel coronavirus (“COVID-19”) pandemic and any future pandemic;

2022 Highlights

- In January 2022, we signed a joint development agreement with 6K to explore the use of 6K’s patented UniMelt® advanced, sustainable materials production platform to develop novel lithium battery materials through potentially disruptive manufacturing processes.

- In February 2022, we announced that we signed a non-binding letter agreement with our MARBL joint venture partner, MRL, to explore a potential expansion of the MARBL joint venture, in an effort to expand lithium conversion capacity with increased optionality and reduced risk.

- In May 2022, we issued $1.7 billion of senior notes pursuant to an underwritten public offering.

- Production of spodumene concentrate from the first and second trains at the Wodgina mine managed by our 60%-owned MARBL joint venture was achieved in May and July of this year, respectively.

- We announced plans to build integrated lithium operations in the United States, including the Kings Mountain, North Carolina spodumene mine and a lithium conversion plant in the Southeast.

- We announced the conclusion of our strategic review of the Catalysts business.

As a result of the review, we chose to retain the business under a separate, wholly-owned subsidiary of Albemarle that has been renamed Ketjen in 2023.

This structure is intended to allow the Catalysts business to respond to unique customer needs and global market dynamics more effectively while also achieving its growth ambitions.

- In October 2022, we announced that we have been awarded a nearly $150 million grant from the U.S. Department of Energy to expand domestic manufacturing of batteries for EVs and the electric grid and for materials and components

currently imported from other countries.

The grant funding is intended to support a portion of the anticipated cost to construct a new, commercial-scale U.S.-based lithium concentrator facility at our Kings Mountain, North Carolina, location.

Qinzhou's operations include a recently constructed lithium processing plant strategically positioned near the Port of Qinzhou in Guangxi, which began commercial production in the first half of 2022.

The plant has designed annual conversion capacity of up to 25,000 metric tonnes of LCE and is capable of producing battery-grade lithium carbonate and lithium hydroxide.

- In December 2022, we unveiled a groundbreaking product, MercLok™, which captures mercury from soil and mining waste, helping to remove this harmful element from the food chain.

We anticipate that innovations from the new site will enhance lithium recovery, improve production methods, and introduce new forms of lithium to enable breakthrough levels of battery performance.

In addition, we anticipate the creation of at least 200 jobs at the site.

- We achieved net income of $2.7 billion during 2022 compared to $123.7 million for 2021.

The increase in 2022 net income was primarily driven by increased lithium prices reflecting tight market conditions and greater volumes sold under index-referenced and variable-based contracts.

- Cash flows from operations in 2022 were $1.9 billion compared to $344.3 million in 2021.

The below segment outlook is presented in the new segment structure based on how the chief operating decision maker started reviewing the business starting in 2023.

Energy Storage: We expect Energy Storage results to increase year-over-year in 2023, mainly due to increased pricing as well as higher sales volume.

The increased market pricing reflects tight market conditions, primarily in battery- and tech-grade carbonate and hydroxide, as well as renegotiations of certain of our long-term agreements.

Since the beginning of 2022 market indices have increased 70% to 200%.

Some of our renegotiated contracts include higher prices on existing long-term agreements that are more reflective of current market conditions.

In other cases, we have moved from previous fixed-price, long-term agreements towards index-referenced and variable-priced contracts.

As a result, our Energy Storage business is more aligned with changes in market and index pricing than it has been in the past.

While we expect these prices to remain strong throughout the year, a material decline in these market prices would have a negative impact on our outlook.

The increased sales volume is primarily expected from new capacity coming on line from La Negra, Chile, Kemerton, Western Australia, and the recently completed acquisition of Qinzhou, which includes a lithium hydroxide conversion plant designed to produce up to 25,000 metric tons of LCE per year.

Construction of the Meishan facility is currently underway and is expected to be complete by the end of 2024.

In addition, production of spodumene concentrate from the first and second trains at the Wodgina mine managed by our 60%-owned MARBL joint venture was achieved in May and July of this year, respectively.

In February 2022, we announced that we signed a non-binding letter agreement with our MARBL joint venture partner, MRL, to explore a potential expansion of the MARBL joint venture, in an effort to expand lithium conversion capacity with increased optionality and reduced risk.

Specialties: We expect both net sales and profitability to increase in 2023 due to strength in demand across our product portfolio that benefits from diverse end markets.

One anticipated contributor to growth is the December 2022 launch of MercLok, a groundbreaking new bromine-based product that sequesters elemental and ionic mercury in the environment.

Volumes are expected to increase compared to 2022 due to the continued successful execution of growth projects, assuming continued availability of raw materials like chlorine.

In addition, Specialties’ ongoing cost savings initiatives and higher pricing are expected to offset higher freight and raw material costs such as lithium chloride.

Ketjen (Catalysts): Total Ketjen results in 2023 are expected to increase year-over-year despite inflationary pressures in freight and input costs, including the volatility of natural gas pricing in Europe related to the war in Ukraine.

These higher costs are expected to be offset by higher pricing in refining markets.

Hydroprocessing catalysts (“HPC”) demand tends to be lumpier than FCC demand, but is expected to see a prolonged recovery due to refineries pushing out turnarounds.

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

At December 31, [removed: 2022,] [added: 2023,] our financial instruments subject to foreign currency exchange risk consisted of foreign currency forward contracts with an aggregate notional value of [removed: $2.9] [added: $8.1] billion and with a fair value representing a net asset position of [removed: $2.8] [added: $12.1] million.

We conducted a sensitivity analysis on the fair value of our foreign currency hedge portfolio assuming an instantaneous 10% change in select foreign currency exchange rates from their levels as of December 31, [removed: 2022,] [added: 2023,] 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: $30.0] [added: $0.3] 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 [removed: an increase] [added: a decrease] of approximately [removed: $15.2] [added: $86.1] 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: 2022,] [added: 2023,] without reflecting the effects of underlying anticipated transactions.

On December 18, 2014, the carrying value of our 1.875% Euro-denominated senior notes was designated as an effective hedge of our net investment in foreign subsidiaries where the Euro serves as the functional currency, and beginning on the date of designation, gains or losses on the revaluation of these senior notes to our reporting currency have been [removed: were] recorded in Accumulated other comprehensive loss.

We had variable interest rate borrowings of [removed: $14.4] [added: $650.2] million and [removed: $393.7] [added: $3.0] million outstanding at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

These borrowings represented [added: 15% and] less than 1% [removed: and 16%] of total outstanding debt and bore average interest rates of [removed: 0.07%] [added: 5.76%] and [removed: 0.40%] [added: 0.07%] at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

A hypothetical 100 basis point increase in the average interest rate applicable to these borrowings would change our annualized interest expense by approximately [removed: $0.1] [added: $6.5] million as of December 31, [removed: 2022.][added: 2023.]

Our raw materials are subject to price volatility caused by weather, supply [added: and demand] conditions, political and economic variables and other unpredictable factors.

The principal objective of such contracts is to

The end markets we serve include [removed: energy] [added: grid] storage, [removed: petroleum refining, consumer] [added: automotive, aerospace, conventional energy,] electronics, construction, [removed: automotive, lubricants,] [added: agriculture and food,] pharmaceuticals and [removed: crop protection.][added: medical devices.]

As of December 31, [removed: 2022,] [added: 2023,] we served approximately 1,900 customers in approximately 70 countries.

For information regarding our unconsolidated joint [removed: ventures] [added: ventures,] see Note 10, “Investments,” to our consolidated financial statements included in Part II, Item 8 of this report.

During [removed: 2022,] [added: 2023,] we managed and reported our operations under three reportable segments: [removed: Lithium, Bromine] [added: Energy Storage, Specialties] and [removed: Catalysts.][added: Ketjen.]

[removed: In August 2022, we announced plans to realign our] [added: Effective January 1, 2023, the Company realigned its] Lithium and Bromine global business units into a new corporate structure designed to better meet customer needs and foster talent required to deliver in a competitive global environment.

In addition, [removed: we] [added: the Company] announced [removed: our] [added: its] decision to retain [removed: our] [added: its] Catalysts business under a separate, wholly-owned [removed: subsidiary.][added: subsidiary renamed Ketjen.]

We develop and manufacture a broad range of basic lithium compounds, including lithium carbonate, lithium hydroxide, [removed: lithium chloride,] and [removed: value-added] lithium [removed: specialties and reagents, including butyllithium and lithium aluminum hydride.][added: chloride.]

Lithium is a key component in products and processes used in a variety of applications and industries, which include lithium batteries used in consumer electronics and electric vehicles, [added: power grids and solar panels,] high performance greases, [removed: thermoplastic elastomers for car tires, rubber soles] [added: specialty glass used in consumer appliances] and [removed: plastic bottles, catalysts for chemical reactions,] [added: electronics,] organic synthesis processes in the areas of steroid chemistry and vitamins, various life science applications, as well as intermediates in the pharmaceutical industry, among other applications.

It is characterized by aggressive expansion and entry from existing and new players, including automotive OEMs, [added: commodity traders,] junior miners, and [removed: large well capitalized] [added: large, well-capitalized] diversified miners.

Producers are primarily located in the Americas, [added: Africa,] Asia and Australia.

Major competitors in lithium compounds include Sociedad Quimica y Minera de Chile S.A., Sichuan Tianqi Lithium, Jiangxi Ganfeng Lithium, Rio Tinto plc, Pilbara Minerals, [removed: Allkem, Tesla, Chengxin Lithium, Ruifu] [added: Arcadium] Lithium, [removed: Livent Corporation] [added: Tesla] and a large number of additional Chinese companies.

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

[removed: Ltd., a company incorporated in Australia] (“Talison”) that owns the Greenbushes mine, and from our [removed: 60%-owned] [added: 50%-owned] unincorporated joint venture, MARBL Lithium Joint Venture (“MARBL”) in Western Australia, which owns the Wodgina hard rock lithium mine project [removed: (the “Wodgina Project”).][added: (“Wodgina”); and (b) through solar evaporation of our ponds at the Salar de Atacama, in Chile, and in Silver Peak, Nevada.]

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

A number of customers of our [removed: bromine] [added: Specialties] business operate in cyclical industries, including the consumer electronics and oil field industries.

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

[removed: Research and development,] [added: R&D,] product and process improvements, specialized customer services, the ability to attract and retain skilled personnel and maintenance of a good safety record have also been important factors to compete effectively in the marketplace.

Our most significant competitors are Lanxess [removed: AG,] [added: AG and] Israel Chemicals Ltd, as well as producers in India and China.

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

Our three main product lines in this segment are (i) Clean Fuels Technologies (“CFT”), which is primarily composed of hydroprocessing catalysts (“HPC”) together with isomerization and akylation catalysts; (ii) fluidized catalytic cracking (“FCC”) [added: catalysts and additives; and (iii) performance catalyst solutions (“PCS”), which is primarily composed of organometallics and curatives.]

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

There were more than 700 refineries world-wide as of December 31, [removed: 2022.][added: 2023.]

Our [removed: Catalysts] [added: Ketjen] segment serves the global market including the Americas, Asia, Europe and the Middle East, each of which is highly competitive.

In addition, through our research and development programs, we strive to differentiate our business by developing value-added products [removed: and products] based on proprietary technologies.

The major raw materials we use in our [removed: Catalysts] [added: Ketjen] operations include sodium silicate, sodium aluminate, kaolin, aluminum, ethylene, alpha-olefins, isobutylene, toluene 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.

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

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: 7,400] [added: 9,000] employees, including employees of our consolidated joint ventures, of whom [removed: 3,100,] [added: 3,700,] or [removed: 42%,] [added: 41%,] are employed in the U.S. and the Americas; [removed: 2,300,] [added: 3,300,] or [removed: 31%,] [added: 36%,] are employed in Asia Pacific; 1,500, or [removed: 20%,] [added: 17%,] are employed in Europe; and 500, or [removed: 7%,] [added: 6%,] are employed in the Middle East or other areas.

[added: Approximately 26% of] these employees are represented by unions or works councils.

In [removed: 2022,] [added: 2023,] we [removed: improved] [added: maintained] our Occupational Safety and Health Act (“OSHA”) occupational injury and illness incident rate [removed: to] [added: of] 0.14 for our employees and nested contractors, [removed: compared to 0.19] [added: the same as] in [removed: 2021.][added: 2022.]

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

[removed: In 2020, we hired a] [added: Led by our] Vice President, Diversity and Inclusion, [added: we strive] to [removed: accelerate our] [added: develop] inclusion and diversity initiatives and deliver meaningful change in our global organization.

[added: Our research and] development efforts support each of our business segments.

As of December 31, [removed: 2022,] [added: 2023,] we owned more than [removed: 2,100] [added: 1,600] active patents and more than [removed: 500] [added: 550] pending patent applications in key [removed: strategic markets worldwide.]

[removed: As noted above, we] [added: We] finished [removed: 2022] [added: 2023] with an OSHA occupational injury and illness incident rate of 0.14 for Albemarle employees and nested contractors, compared to [removed: 0.19] [added: 0.14] in [removed: 2021.][added: 2022.]

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

We are investing in technology and people to reduce energy consumption, greenhouse gas emissions and air [removed: emissions of ozone-depleting substances.][added: emissions.]

[removed: In 2021, we] [added: We have] established greenhouse gas emission targets for each of our businesses, including [removed: achieving net zero carbon emissions by 2050,] reducing the [added: scope 1 and 2] carbon-intensity of our [removed: Bromine] [added: Specialties] and [removed: Catalysts] [added: Ketjen] businesses by [removed: a combined] 35% by 2030, and growing our [removed: Lithium] [added: Energy Storage] business in a carbon-intensity neutral manner through 2030.

As water is a scarce resource, we understand the need to responsibly manage our water consumption not only for the preservation of the environment, but [added: also] for the viability of our local communities.

Our goal is to reduce our intensity of freshwater usage by 25% by 2030 in areas of high or extremely [removed: high-water] [added: high water] risk as defined by the World Resources Institute, such as Chile and Jordan.

In addition, we have pursued opportunities to divest businesses [removed: which] [added: that] do not fit our high priority business growth profile.

Albemarle leads the world in transforming essential resources into critical ingredients for mobility, energy, connectivity, and health.

Our purpose is to enable a more resilient world.

We partner to pioneer new ways to move, power, connect, and protect.

We believe that our world-class resources with reliable and consistent supply, our leading process chemistry, high-impact innovation, customer centricity and focus on people and planet will enable us to maintain a leading position in the industries in which we operate.

Energy Storage Segment

Our Energy Storage business pioneers better lithium use through reliable supply and consistent quality.

Ltd., a company incorporated in Australia

Specialties Segment

Our Specialties business optimizes our portfolio of bromine and highly specialized lithium solutions.

Our Specialties business serves a variety of industries, including energy, mobility, connectivity, and health.

Specialty products are essential in both internal combustion and electric vehicles, from high-voltage cables and powertrains to airbags and tires.

We enable digital innovation focused on safety and reliability, including fire safety compounds.

In energy, infrastructure for renewable grid and electrified transport is enabled by our fire safety solutions.

In health, our lithium specialties products are precursors for many pharmaceuticals, while bromine specialties are used to help ensure safer food and water supplies.

Our value-added lithium specialties products include butyllithium and lithium aluminum hydride.

Ketjen Segment

Oil refinery utilization continues to return to more typical rates after low refinery utilization during the COVID pandemic periods.

Advances in sustainable aviation fuels, petroleum products and renewable diesel are expected to continue.

strategic markets worldwide.

We may have

Albemarle supports the goals of the Paris Agreement to avoid climate change by limiting global warming.

Our ambition is to achieve net-zero carbon emissions by 2050.

In 2022, we introduced a goal to reduce 90% of our sulfur oxide (SOx) emissions by 2027.

On October 18, 2023, the Company closed on the restructuring of the MARBL joint venture with Mineral Resources Limited (“MRL”).

Under the amended agreements, Albemarle acquired the remaining 40% ownership of the Kemerton lithium hydroxide processing facility in Australia that was jointly owned with MRL through the MARBL joint venture.

Following this restructuring, Albemarle and MRL each own 50% of Wodgina, and MRL operates the Wodgina mine on behalf of the joint venture.

During the fourth quarter of 2023, Albemarle paid MRL approximately $380 million in cash, which includes

$180 million of consideration for the remaining ownership of Kemerton as well as a payment for the economic effective date of the transaction being retroactive to April 1, 2022.

We are a leading global developer, manufacturer and marketer of highly-engineered specialty chemicals that are designed to meet our customers’ needs across a diverse range of end markets.

Our corporate purpose is making the world safe and sustainable by powering the potential of people.

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

The realignment was completed in the first quarter of 2023, and resulted in the following three reportable segments: (1) Energy Storage; (2) Specialties; and (3) Ketjen (Catalysts).

We will begin to report our segments in the new structure in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, the period in which the new organizational structure became effective.

Lithium Segment

Our Lithium business develops lithium-based materials for a wide range of industries and end markets.

We produce one of the most diverse product portfolios of lithium derivatives in the industry.

During 2022, net sales to our customer Umicore N.V. and its affiliates represented more than 10% of our consolidated net sales.

Production of spodumene concentrate at the Wodgina site resumed in the second quarter of 2022 after it had been idled in 2019 following the acquisition of our 60% interest in the Wodgina Project and the formation of MARBL.

Bromine Segment

Our bromine and bromine-based business includes products used in fire safety solutions and other specialty chemicals applications.

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

Other specialty chemicals that we produce include tertiary amines for surfactants, biocides, and disinfectants and sanitizers.

Catalysts Segment

catalysts and additives; and (iii) performance catalyst solutions (“PCS”), which is primarily composed of organometallics and curatives.

Oil refinery utilization increased to near pre-COVID pandemic levels in 2022, recovering from lower rates in 2021 and 2020, as most refineries had cut throughput due to the reduction in demand resulting from global travel restrictions during those years.

Approximately 30% of

Our research and

In the fourth quarter of 2020, we divested our ownership interest in the Saudi Organometallic Chemicals Company LLC (“SOCC”) joint venture for cash proceeds of $11.0 million.

As a result of this divestiture, the Company recorded a gain of $7.2 million in Other income (expenses), net during the year ended December 31, 2020.

We are involved in litigation incidental to our business and are a party to a number of legal actions and claims, various governmental proceedings and private civil lawsuits, including, but not limited to, those related to environmental and hazardous material exposure matters, product [removed: liability,] [added: liability] and breach of contract.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately [removed: $24.5] [added: $26.2] billion based on the last reported sale price of common stock on June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second quarter.

Number of shares of common stock outstanding as of February [removed: 8, 2023: 117,197,977][added: 7, 2024: 117,402,949]

Portions of Albemarle Corporation’s definitive Proxy Statement for its [removed: 2023] [added: 2024] 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 Annual Report on Form 10-K.

Year Ended December 31, [removed: 2022][added: 2023]

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| [Item [removed: 3.](#ibe851e3cc29f4e8e93474f1a889b02f3_25)] [added: 3.](#ic13e11899bc342f087936c508240b2eb_25)] | | | [Legal [removed: Proceedings](#ibe851e3cc29f4e8e93474f1a889b02f3_25)] [added: Proceedings](#ic13e11899bc342f087936c508240b2eb_25)] | | | [removed: [48](#ibe851e3cc29f4e8e93474f1a889b02f3_25)] [added: [51](#ic13e11899bc342f087936c508240b2eb_25)] | | |

| [Item [removed: 4.](#ibe851e3cc29f4e8e93474f1a889b02f3_28)] [added: 4.](#ic13e11899bc342f087936c508240b2eb_28)] | | | [Mine Safety [removed: Disclosures](#ibe851e3cc29f4e8e93474f1a889b02f3_28)] [added: Disclosures](#ic13e11899bc342f087936c508240b2eb_28)] | | | [removed: [48](#ibe851e3cc29f4e8e93474f1a889b02f3_28)] [added: [51](#ic13e11899bc342f087936c508240b2eb_28)] | | |

| | | | [Executive Officers of the [removed: Registrant](#ibe851e3cc29f4e8e93474f1a889b02f3_31)] [added: Registrant](#ic13e11899bc342f087936c508240b2eb_31)] | | | [removed: [48](#ibe851e3cc29f4e8e93474f1a889b02f3_31)] [added: [51](#ic13e11899bc342f087936c508240b2eb_31)] | | |

| [Item [removed: 5.](#ibe851e3cc29f4e8e93474f1a889b02f3_37)] [added: 5.](#ic13e11899bc342f087936c508240b2eb_37)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ibe851e3cc29f4e8e93474f1a889b02f3_37)] [added: Securities](#ic13e11899bc342f087936c508240b2eb_37)] | | | [removed: [50](#ibe851e3cc29f4e8e93474f1a889b02f3_37)] [added: [53](#ic13e11899bc342f087936c508240b2eb_37)] | | |

| [Item [removed: 6.](#ibe851e3cc29f4e8e93474f1a889b02f3_40)] [added: 6.](#ic13e11899bc342f087936c508240b2eb_40)] | | | [removed: [\[](#ibe851e3cc29f4e8e93474f1a889b02f3_40)[Reserved\]](#ibe851e3cc29f4e8e93474f1a889b02f3_40)] [added: [\[Reserved\]](#ic13e11899bc342f087936c508240b2eb_40)] | | | [removed: [51](#ibe851e3cc29f4e8e93474f1a889b02f3_40)] [added: [54](#ic13e11899bc342f087936c508240b2eb_40)] | | |

| [Item [removed: 7.](#ibe851e3cc29f4e8e93474f1a889b02f3_43)] [added: 7.](#ic13e11899bc342f087936c508240b2eb_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibe851e3cc29f4e8e93474f1a889b02f3_43)] [added: Operations](#ic13e11899bc342f087936c508240b2eb_43)] | | | [removed: [51](#ibe851e3cc29f4e8e93474f1a889b02f3_43)] [added: [54](#ic13e11899bc342f087936c508240b2eb_43)] | | |

| [Item [removed: 7A.](#ibe851e3cc29f4e8e93474f1a889b02f3_76)] [added: 7A.](#ic13e11899bc342f087936c508240b2eb_76)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ibe851e3cc29f4e8e93474f1a889b02f3_76)] [added: Risk](#ic13e11899bc342f087936c508240b2eb_76)] | | | [removed: [78](#ibe851e3cc29f4e8e93474f1a889b02f3_76)] [added: [82](#ic13e11899bc342f087936c508240b2eb_76)] | | |

| [Item [removed: 8.](#ibe851e3cc29f4e8e93474f1a889b02f3_79)] [added: 8.](#ic13e11899bc342f087936c508240b2eb_79)] | | | [Financial Statements and Supplementary [removed: Data](#ibe851e3cc29f4e8e93474f1a889b02f3_79)] [added: Data](#ic13e11899bc342f087936c508240b2eb_79)] | | | [removed: [80](#ibe851e3cc29f4e8e93474f1a889b02f3_79)] [added: [84](#ic13e11899bc342f087936c508240b2eb_79)] | | |

| [Item [removed: 9.](#ibe851e3cc29f4e8e93474f1a889b02f3_181)] [added: 9.](#ic13e11899bc342f087936c508240b2eb_181)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibe851e3cc29f4e8e93474f1a889b02f3_181)] [added: Disclosure](#ic13e11899bc342f087936c508240b2eb_181)] | | | [removed: [132](#ibe851e3cc29f4e8e93474f1a889b02f3_181)] [added: [137](#ic13e11899bc342f087936c508240b2eb_181)] | | |

| [Item [removed: 9A.](#ibe851e3cc29f4e8e93474f1a889b02f3_184)] [added: 9A.](#ic13e11899bc342f087936c508240b2eb_184)] | | | [Controls and [removed: Procedures](#ibe851e3cc29f4e8e93474f1a889b02f3_184)] [added: Procedures](#ic13e11899bc342f087936c508240b2eb_184)] | | | [removed: [132](#ibe851e3cc29f4e8e93474f1a889b02f3_184)] [added: [137](#ic13e11899bc342f087936c508240b2eb_184)] | | |

| [Item [removed: 9B.](#ibe851e3cc29f4e8e93474f1a889b02f3_187)] [added: 9B.](#ic13e11899bc342f087936c508240b2eb_187)] | | | [Other [removed: Information](#ibe851e3cc29f4e8e93474f1a889b02f3_187)] [added: Information](#ic13e11899bc342f087936c508240b2eb_187)] | | | [removed: [133](#ibe851e3cc29f4e8e93474f1a889b02f3_187)] [added: [137](#ic13e11899bc342f087936c508240b2eb_187)] | | |

| [Item [removed: 9C.](#ibe851e3cc29f4e8e93474f1a889b02f3_190)] [added: 9C.](#ic13e11899bc342f087936c508240b2eb_190)] | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#ibe851e3cc29f4e8e93474f1a889b02f3_190)] [added: Inspections](#ic13e11899bc342f087936c508240b2eb_190)] | | | [removed: [133](#ibe851e3cc29f4e8e93474f1a889b02f3_190)] [added: [137](#ic13e11899bc342f087936c508240b2eb_190)] | | |

| [PART [removed: III](#ibe851e3cc29f4e8e93474f1a889b02f3_193)] [added: III](#ic13e11899bc342f087936c508240b2eb_193)] | | | | | | | | |

| [Item [removed: 10.](#ibe851e3cc29f4e8e93474f1a889b02f3_196)] [added: 10.](#ic13e11899bc342f087936c508240b2eb_196)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ibe851e3cc29f4e8e93474f1a889b02f3_196)] [added: Governance](#ic13e11899bc342f087936c508240b2eb_196)] | | | [removed: [133](#ibe851e3cc29f4e8e93474f1a889b02f3_196)] [added: [137](#ic13e11899bc342f087936c508240b2eb_196)] | | |

| [Item [removed: 11.](#ibe851e3cc29f4e8e93474f1a889b02f3_199)] [added: 11.](#ic13e11899bc342f087936c508240b2eb_199)] | | | [Executive [removed: Compensation](#ibe851e3cc29f4e8e93474f1a889b02f3_199)] [added: Compensation](#ic13e11899bc342f087936c508240b2eb_199)] | | | [removed: [133](#ibe851e3cc29f4e8e93474f1a889b02f3_199)] [added: [138](#ic13e11899bc342f087936c508240b2eb_199)] | | |

| [Item [removed: 12.](#ibe851e3cc29f4e8e93474f1a889b02f3_202)] [added: 12.](#ic13e11899bc342f087936c508240b2eb_202)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ibe851e3cc29f4e8e93474f1a889b02f3_202)] [added: Matters](#ic13e11899bc342f087936c508240b2eb_202)] | | | [removed: [133](#ibe851e3cc29f4e8e93474f1a889b02f3_202)] [added: [138](#ic13e11899bc342f087936c508240b2eb_202)] | | |

| [Item [removed: 13.](#ibe851e3cc29f4e8e93474f1a889b02f3_205)] [added: 13.](#ic13e11899bc342f087936c508240b2eb_205)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ibe851e3cc29f4e8e93474f1a889b02f3_205)] [added: Independence](#ic13e11899bc342f087936c508240b2eb_205)] | | | [removed: [133](#ibe851e3cc29f4e8e93474f1a889b02f3_205)] [added: [138](#ic13e11899bc342f087936c508240b2eb_205)] | | |

| [Item [removed: 14.](#ibe851e3cc29f4e8e93474f1a889b02f3_208)] [added: 14.](#ic13e11899bc342f087936c508240b2eb_208)] | | | [Principal Accountant Fees and [removed: Services](#ibe851e3cc29f4e8e93474f1a889b02f3_208)] [added: Services](#ic13e11899bc342f087936c508240b2eb_208)] | | | [removed: [134](#ibe851e3cc29f4e8e93474f1a889b02f3_208)] [added: [138](#ic13e11899bc342f087936c508240b2eb_208)] | | |

| [PART [removed: IV](#ibe851e3cc29f4e8e93474f1a889b02f3_211)] [added: IV](#ic13e11899bc342f087936c508240b2eb_211)] | | | | | | | | |

| [Item [removed: 15.](#ibe851e3cc29f4e8e93474f1a889b02f3_214)] [added: 15.](#ic13e11899bc342f087936c508240b2eb_214)] | | | [Exhibits and Financial Statement [removed: Schedules](#ibe851e3cc29f4e8e93474f1a889b02f3_214)] [added: Schedules](#ic13e11899bc342f087936c508240b2eb_214)] | | | [removed: [134](#ibe851e3cc29f4e8e93474f1a889b02f3_214)] [added: [138](#ic13e11899bc342f087936c508240b2eb_214)] | | |

| [Item [removed: 16.](#ibe851e3cc29f4e8e93474f1a889b02f3_217)] [added: 16.](#ic13e11899bc342f087936c508240b2eb_217)] | | | [Form 10-K [removed: Summary](#ibe851e3cc29f4e8e93474f1a889b02f3_217)] [added: Summary](#ic13e11899bc342f087936c508240b2eb_217)] | | | [removed: [141](#ibe851e3cc29f4e8e93474f1a889b02f3_217)] [added: [144](#ic13e11899bc342f087936c508240b2eb_217)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#ic13e11899bc342f087936c508240b2eb_10) | | | | | | | | |

| [Item 1C.](#ic13e11899bc342f087936c508240b2eb_2222) | | | [Cybersecurity](#ic13e11899bc342f087936c508240b2eb_2222) | | | [28](#ic13e11899bc342f087936c508240b2eb_2222) | | |

| [PART II](#ic13e11899bc342f087936c508240b2eb_34) | | | | | | | | |

| | | | [Signatures](#ic13e11899bc342f087936c508240b2eb_220) | | | [145](#ic13e11899bc342f087936c508240b2eb_220) | | |

| | | | | | | | | |

| [PART I](#ibe851e3cc29f4e8e93474f1a889b02f3_10) | | | | | | | | |

| [PART II](#ibe851e3cc29f4e8e93474f1a889b02f3_34) | | | | | | | | |

| | | | [Signatures](#ibe851e3cc29f4e8e93474f1a889b02f3_220) | | | [142](#ibe851e3cc29f4e8e93474f1a889b02f3_220) | | |

Albemarle recognizes the importance of maintaining the security and integrity of our information systems and the data we collect, process, and store.

We have implemented a comprehensive cybersecurity program based on the National Institute of Standards and Technology Cybersecurity Framework (“CSF”).

As such, we map the CSF to corresponding legal, regulatory, and industry security practices, which guide our global policies and procedures to prevent, identify, protect, detect, respond, and recover from cybersecurity threats and incidents.

Our cybersecurity program is overseen by our Chief Information Security Officer (“CISO”), and it is integrated into our overall enterprise risk management framework and thus is factored into our long-term strategy and business continuity plans.

Our CISO is a Certified Information Systems Security Professional and a Certified Ethical Hacker with more than 25 years of experience as a cybersecurity professional working extensively with critical infrastructure partners to reduce cyber risk within traditional and operation technology networks.

Our leadership team receives monthly updates on security operations and governance functions as part of monthly Information Security Council meetings led by our CISO.

The Audit and Finance Committee of our Board of Directors oversees information security matters and the Company’s cybersecurity program.

Our Chief Information Officer and CISO report on cybersecurity related matters, including the status of ongoing initiatives, incident reporting, compliance with regulatory requirements and industry standards, and emerging threats in global cybersecurity, on a periodic and as needed basis to the Audit and Finance Committee.

The Audit and Finance Committee offers guidance on certain matters and approval for material initiatives.

In addition, the full Board of Directors is updated on cybersecurity matters as needed depending on the nature and materiality of a cybersecurity matter.

All information assets are inventoried, classified, prioritized, and protected based on the respective risk, with appropriate cybersecurity controls applied to each.

We have also implemented and maintain a documents management program which governs the classification, protection, and use of sensitive company data within the Albemarle environment.

All business-requested technologies and third-party service providers must successfully complete a thorough cybersecurity and contract review before being approved for use, after which they become part of our continuous risk monitoring program.

Cybersecurity risks and potential costs are evaluated as a part of business operations, and the respective business impacts are continuously assessed to address evolving threats and vulnerabilities.

We engage a third-party global firm to conduct an annual cyber assessment using the CSF, and we engage external vendors to validate our security controls and procedures through periodic penetration tests.

We follow a zero-trust architecture approach and enforce the use of multi-factor authentication and virtual private network technologies for all external access to provide secure support for our remote workers.

Information security training is part of our compliance program, and includes mandatory security training for new hires, mandatory yearly security training for all staff, and regular phishing tests to raise awareness and response actions.

Our team of cybersecurity professionals are responsible for maintaining a global information systems environment that focuses on least privilege, least functionality, and network segmentation throughout the landscape using a layered approach (i.e. a defense-in-depth strategy).

This includes a security operations center and cybersecurity engineers who provide 24/7 network monitoring.

As further discussed in Item 1A.

Risk Factors, a material cybersecurity incident could significantly increase the cost of doing business or otherwise adversely impact our financial results and condition.

To date we have not had a cybersecurity incident that has had, or is reasonably likely to have, a material effect on our financial results or business operations; however, we monitor and work to continuously improve our cybersecurity program as threats become more frequent and sophisticated.

All our manufacturing sites have formal business continuity plans that address site-specific priority responses, each determined through business impact analyses that integrate within our overall corporate crisis management response plan and enterprise risk management program.

We also conduct frequent drills and exercises of formal cyber response procedures and business continuity plans.

Lessons learned from the outcomes of these exercises are then assessed and used to inform and improve our formal cyber response procedures and business continuity plans.

| | | | | | | | | |

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

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

| | | | | | | | | |

In the event of, or the reasonably likely threat of, a cybersecurity incident, our cyber response procedures outline the tasks and timeline for the escalation of the incident to key members of the organization, including the information technology team, business unit management, and Albemarle executives and other key management.

These individuals would participate in a special event management plan activation meeting to gain an understanding as to how the incident was detected and analysis of the incident.

Each member of management involved would be responsible for assessing the risks, impact, and necessary response as determined by their role.

The procedures include key considerations each manager should consider in their assessment as well as their responsibility for involvement in remediation efforts and post-incident strategic reviews.

Specific legal and executive role procedures include the assessment of necessary internal communication and external reporting.

The Chief Executive Officer, with the support of other executive officers, is responsible for approval of incident reporting and informing and updating the Board of Directors.

| | | | | | |

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

During [removed: 2022,] [added: 2023,] the Company’s manufacturing plants operated at approximately [removed: 84%] [added: 75%] capacity, in the aggregate.

| Kemerton, Australia | | | | | | | | | | | | Production of lithium carbonate and technical and battery-grade lithium hydroxide | | | | | | [removed: Owned(c)] [added: Owned] | | |

(b) The Pasadena, Texas location includes three separate manufacturing [removed: plants which are owned,] [added: plants,] primarily utilized by [removed: Catalysts,] [added: Ketjen, that are owned,] including one plant that is owned by an unconsolidated joint venture.

Set forth below are details regarding our mineral properties operated by us and our [removed: affiliates] [added: affiliates,] which have been prepared in accordance with the requirements of subpart 1300 of Regulation [removed: S-K,] [added: S-K] issued by the SEC.

[removed: As] [added: The following terms] used in this Annual Report on Form [removed: 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve”] [added: 10-K] are defined and used in accordance with subpart 1300 of Regulation [removed: S-K.][added: S-K:]

[removed: Inferred mineral resources are estimates based on limited geological evidence and sampling and have a too] high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability.

[removed: ][added: ]

At December 31, [removed: 2022,] [added: 2023,] we had the following mineral extraction facilities:

| Greenbushes | | | [removed: Lithium] [added: Energy Storage] | | | | | | 49% | | | | | | Hard rock | | | | | | Production | | |

| [removed: Wodgina] [added: Wodgina(a)] | | | [removed: Lithium] [added: Energy Storage] | | | | | | [removed: 60%] [added: 50%] | | | | | | Hard rock | | | | | | [removed: Production(a)] [added: Production] | | |

| Salar de [removed: Atacama] [added: Atacama(b)] | | | [removed: Lithium] [added: Energy Storage] | | | | | | 100% | | | | | | Brine | | | | | | Production | | |

| Safi(b) | | | [removed: Bromine] [added: Specialties] | | | | | | 50% | | | | | | Brine | | | | | | Production | | |

| Kings Mountain, NC | | | [removed: Lithium] [added: Energy Storage] | | | | | | 100% | | | | | | Hard rock | | | | | | Development | | |

| Magnolia, AR(b) | | | [removed: Bromine] [added: Specialties] | | | | | | 100% | | | | | | Brine | | | | | | Production | | |

| Silver Peak, NV(b) | | | [removed: Lithium] [added: Energy Storage] | | | | | | 100% | | | | | | Brine | | | | | | Production | | |

(a) Production of spodumene concentrate at the Wodgina mine resumed in the second quarter of 2022 after it had been idled in 2019, following the acquisition of our [removed: the 60%] interest in [removed: the Wodgina Project.][added: Wodgina.]

(b) Site includes on-site, or otherwise [removed: near-by exclusive,] [added: near-by, exclusive] conversion facilities.

Amounts represent Albemarle’s attributable portion based on ownership percentages noted above and are shown in thousands of metric tonnes of [removed: lithium metal and bromine production.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Greenbushes(b) | | | [removed: 19] [added: 21] | | | | | | [removed: 13] [added: 19] | | | | | | [removed: 8] [added: 13] | | |

| Wodgina(c) | | | [removed: 3] [added: 7] | | | | | | [removed: —] [added: 3] | | | | | | — | | |

| Salar de Atacama(d) | | | 10 | | | | | | [removed: 8] [added: 10] | | | | | | 8 | | |

| Silver Peak, NV | | | [removed: 2] [added: 1] | | | | | | [removed: 2] [added: 1] | | | | | | [removed: 2] [added: 1] | | |

| Total lithium metal | | | [removed: 34] [added: 39] | | | | | | [removed: 23] [added: 33] | | | | | | [removed: 18] [added: 22] | | |

| Safi(e)(f) | | | [removed: 60] [added: 58] | | | | | | [removed: 57] [added: 60] | | | | | | [removed: 56] [added: 57] | | |

| Magnolia, AR(g) | | | [removed: 73] [added: 82] | | | | | | [removed: 71] [added: 73] | | | | | | [removed: 74] [added: 71] | | |

| Total bromine | | | [removed: 133] [added: 140] | | | | | | [removed: 128] [added: 133] | | | | | | [removed: 130] [added: 128] | | |

(b) Production from Greenbushes represents 49% of production of the Greenbushes [removed: mine] [added: mine,] which is attributable to the Company’s interest in the [removed: Talison] [added: Windfield] joint venture.

[removed: Production amounts presented from Wodgina] [added: Mineral resources] represent [removed: 60% of production of the Wodgina mine] [added: 50% interest in Wodgina,] which is attributable to the Company’s interest in the MARBL joint venture.

(e) Production from Safi represents the 50% production by the Jordan Bromine [removed: Project] [added: Project,] which is attributable to the Company’s interest in the JBC joint venture.

The following table provides a summary of our mineral resources, exclusive of reserves, at December 31, [removed: 2022.][added: 2023.]

| Salar de Atacama | | | 471 | | | | | | 2,390 | | | | | | 363 | | | | | | 1,943 | | | | | | 834 | | | | | | [removed: 2,159] [added: 2,195] | | | | | | 237 | | | | | | 1,617 | | |

(a) Through our [removed: Talison] [added: Windfield] joint venture, we own a 49% interest in the Greenbushes mine.

(b) Through our MARBL joint venture, we own a [removed: 60%] [added: 50%] interest in [removed: the Wodgina project.][added: Wodgina.]

We are therefore reporting [removed: 60%] [added: 50%] of Wodgina’s mineral resources.

The measured resource of bromide ion attributable to Albemarle’s 50% interest in its JBC joint venture is estimated to be approximately [removed: 178.3] [added: 175.69] million metric tonnes.

The following table provides a summary of our mineral reserves at December 31, [removed: 2022.][added: 2023.]

| Silver Peak, NV | | | [removed: 13] [added: 14] | | | | | | [removed: 95] [added: 94] | | | | | | [removed: 56] [added: 54] | | | | | | 95 | | | | | | [removed: 69] [added: 68] | | | | | | 95 | | |

(b) Through our [removed: Talison] [added: Windfield] joint venture, we own a 49% interest in the Greenbushes mine.

The mineral reserve estimate for the Safi, Jordan bromine site attributable to Albemarle’s 50% interest in its JBC joint venture is approximately [removed: 2.38] [added: 2.07] million metric tonnes of bromine from the Dead Sea.

| Energy Storage | | | | | | | | | | | | | | | | | | | | |

| Specialties | | | | | | | | | | | | | | | | | | | | |

| Ketjen | | | | | | | | | | | | | | | | | | | | |

*Mineral resource* - a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction.

*Measured mineral resource* - that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling.

The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit.

*Indicated mineral resource* - that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling.

The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.

*Inferred mineral resource* - that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.

The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability.

*Mineral reserve* - an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project.

*Proven mineral reserve* - the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

*Probable mineral reserve* – the economically mineable part of an indicated and, in some cases, a measured mineral resource.

*Cutoff grade* - the grade (i.e.*,* the concentration of metal or mineral in rock) that determines the destination of the material during mining.

For purposes of establishing “prospects of economic extraction,” the cut-off grade is the grade that distinguishes material deemed to have no economic value from material deemed to have economic value.

Inferred mineral resources are estimates based on limited geological evidence and sampling and have a too

On October 18, 2023, we completed the restructuring of our MARBL joint venture, which reduced our ownership percentage of Wodgina from 60% to 50%.

lithium metal and bromine production.

Production amounts presented from Wodgina represent 60% of production of the Wodgina mine which is attributable to the Company’s interest in the MARBL joint venture until October 18, 2023, when we reduced our ownership percentage to 50% following the restructuring of the MARBL joint venture with MRL.

The above production amounts reflect that change in ownership percentage beginning on October 18, 2023.

| Greenbushes(a) | | | — | | | | | | — | | | | | | 37,100 | | | | | | 1.48% | | | | | | 37,100 | | | | | | 1.48% | | | | | | 5,800 | | | | | | 1.19% | | |

| Wodgina(b) | | | — | | | | | | — | | | | | | 8,800 | | | | | | 1.31% | | | | | | 8,800 | | | | | | 1.31% | | | | | | 81,700 | | | | | | 1.12% | | |

| Greenbushes(b) | | | — | | | | | | — | | | | | | 71,800 | | | | | | 1.82% | | | | | | 71,800 | | | | | | 1.82% | | |

| Salar de Atacama | | | 321 | | | | | | 2,354 | | | | | | 210 | | | | | | 2,050 | | | | | | 531 | | | | | | 2,226 | | |

| Magnolia, AR(c) | | | 2,706 | | | | | | | | | | | | 611 | | | | | | | | | | | | 3,317 | | | | | | | | |

Greenbushes.

Talison continues to review all tenements on an annual basis and ensures compliance with relevant regulatory requirements and fees for maintenance of these tenements.

◦Chemical grade plant weight recovery (mass yield) varies as a function of Li2O% grade.

The mass yield equation used for reasonable prospects for economic extraction pit optimization is Mass Yield %=9.362 x Li2O%^1.319 - 1.5, subject to a 97% recovery limitation when the Li2O grade exceeds 5.8%.

Recovery is set to zero when the mass yield equation result for a block is less than zero.

The overall decrease in mineral resources was primarily driven by an update of the resource model as a result of the availability of new drilling data as well as mine depletion during 2023.

| Reserve Pit | | | 70,400 | | | | | | 1.81% | | | | | |

| Stockpiles | | | 1,400 | | | | | | 2.51% | | | | | |

◦The mass yield for reserves processed through the chemical grade plants is estimated based on mass yield formulas that vary depending on the Li2O% grade of the plant feed.

◦Costs estimated in AUD were converted to U.S. dollars based on an exchange rate of AUD1.00:$0.68.

◦The economic cutoff grade calculation is based on US$2.67/t-ore incremental ore mining cost, $31.90/t-ore processing cost, $9.24/t-ore G&A cost, and $2.35/t-ore sustaining capital cost.

Mineral reserves metric tonnes are rounded to the nearest hundred thousand tonnes.

The decrease in total mineral reserves was primarily driven by a different mineral resources block model, a higher strip ratio, an increase in estimated operating costs and 2023 mine depletion from 2023 production.

On October 18, 2023, we closed on the restructuring of the MARBL joint venture with MRL, which resulted in the reduction of our ownership interest in Wodgina to 50% from 60%.

The December 31, 2022 resource has been depleted for actual production and adjusted for the new 50% ownership percentage noted above, and is reported as of December 31, 2023 in the below table.

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

| Bromine | | | | | | | | | | | | | | | | | | | | |

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

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

| Greenbushes(a) | | | — | | | | | | — | | | | | | 21,800 | | | | | | 1.53% | | | | | | 21,800 | | | | | | 1.53% | | | | | | 28,300 | | | | | | 1.15% | | |

| Wodgina(b) | | | — | | | | | | — | | | | | | 12,600 | | | | | | 1.36% | | | | | | 12,600 | | | | | | 1.36% | | | | | | 98,300 | | | | | | 1.12% | | |

| Greenbushes(b) | | | — | | | | | | — | | | | | | 77,000 | | | | | | 1.91% | | | | | | 77,000 | | | | | | 1.91% | | |

| Salar de Atacama | | | 329 | | | | | | 2,430 | | | | | | 237 | | | | | | 2,063 | | | | | | 566 | | | | | | 2,262 | | |

| Magnolia, AR(c) | | | 2,419 | | | | | | | | | | | | 565 | | | | | | | | | | | | 2,984 | | | | | | | | |

Ltd and in turn by Sons of Gwalia prior to the acquisition of Greenbushes by Talison in 2007.

Talison reviews and renews all tenements on an annual basis.

The increase in mineral resources was primarily driven by an update of the resource model including the addition of Kapanga, changes in the economic parameters (specifically the increase in lithium pricing) and updating of the economic pit shell, partially offset by mine depletion and an increase to the cutoff grade used in the resource model.

| Reserve Pit | | | 75,000 | | | | | | 1.91% | | | | | |

| Stockpiles | | | 2,000 | | | | | | 1.99% | | | | | |

The increase in total mineral reserves was primarily driven by use of a different resource block model, changes in the economic parameters (specifically the increase in lithium pricing) and updating of the economic pit shell, partially offset by mine depletion differing recovery and dilution methodology and a higher strip ratio.

The increases in costs were offset by higher revenue.

Mineral resources for Wodgina represent 60% interest in the Wodgina Project, which is attributable to the Company’s interest in the MARBL joint venture.

The plant has begun a six-month commissioning, qualification process, and ramp up process.

The Salar de Atacama inferred mineral resources, exclusive of reserves, of 237,000 metric tonnes at December 31, 2022 increased by 81% from 131,000 metric tonnes at December 31, 2021.

The geology model reinterpretation coupled with results from the sampling campaign reduced the brine volume and lithium contained.

Some specific yield factors in the salar decreased, reducing the resource by approximately 10%.

Increases in grade were driven by higher grade in some deeper wells.

The re-estimation also resulted in the reclassification of some brine from indicated to the inferred.

Increases in revenue were offset by cost increase.

The mineral resources were also reduced by depletion during the year.

| In Situ | | | 306 | | | | | | 2,407 | | | | | |

| In Process | | | 23 | | | | | | 2,741 | | | | | |

| In Situ | | | 237 | | | | | | 2,063 | | | | | |

| In Situ | | | 542 | | | | | | 2,244 | | | | | |

Increases in model assumptions such as lithium pricing were offset by higher costs.

These changes in economics did not have a material impact because mining at the Salar de Atacama is done at an elevated cutoff grade.

Changes in the resource had minimal impact on the reserve as the production total is limited by quota.

The Silver Peak measured and indicated mineral resources of 50,200 metric tonnes at December 31, 2022 increased by 43% from 35,100 metric tonnes at December 31, 2021.

The increase in mineral resources was driven by updated geologic modeling and increased brine volume at depth.

Cost increases offset revenue increase with minimal impact to the overall resource as the overall grade is unchanged.

The increase in resource was partially offset by production depletion during the year.

| In Process | | | 1 | | | | | | 104 | | | | | |

The Silver Peak total mineral reserves of 69,100 metric tonnes at December 31, 2022 increased by 12% from 61,700 metric tonnes at December 31, 2021.

The increase in total mineral reserves was driven by increase brine grades at depth, partially offset by a decrease in the recovery factor at the processing plant to 78% from 85% based on recent operating history.

The Silver Peak reserves were also offset by depletion during the year.

The names, ages and biographies of our executive officers, as of February 15, [removed: 2023,] [added: 2024,] 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 in May [removed: 2023.][added: 2024.]

| J. Kent Masters | | | | | | [removed: 62] [added: 63] | | | | | | Chairman, President and Chief Executive Officer | | |

| [removed: Scott A. Tozier] [added: Neal R. Sheorey] | | | | | | [removed: 57] [added: 47] | | | | | | Executive Vice President, Chief Financial Officer | | |

| Kristin M. Coleman | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President, General Counsel and Corporate Secretary | | |

| Melissa Anderson | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice President, Chief Human Resources Officer | | |

| John C. Barichivich III | | | | | | [removed: 55] [added: 56] | | | | | | Vice President, Corporate Controller, Chief Accounting Officer | | |

| [removed: Raphael Crawford] [added: Netha Johnson] | | | | | | [removed: 47] [added: 53] | | | | | | President, [removed: Catalysts] [added: Specialties] Global Business Unit | | |

[removed: | Netha Johnson | | | | | | 52 | | | | | |] [added: Netha Johnson joined Albemarle as] President, Bromine [removed: Global Business Unit | | |][added: (now Specialties) global business unit in 2018.]

| Eric Norris | | | | | | [removed: 56] [added: 57] | | | | | | President, [removed: Lithium] [added: Energy Storage] Global Business Unit | | |

Kent Masters [removed: was elected] [added: has served] as Chairman, President and Chief Executive Officer in April 2020.

Coleman joined [removed: us] [added: Albemarle] in November of 2022 [removed: and currently serves] as Executive Vice President, General Counsel and Corporate Secretary.

Ms. Coleman has nearly 30 years of legal experience, previously serving as Executive Vice President, General Counsel, and Chief Compliance Officer at US [removed: Foods.][added: Foods from February 2017 to November 2022.]

She also served as Senior Vice President, General Counsel, and Corporate Secretary of Sears Holdings Corporation [added: from 2014 to 2017] and as Vice President, General Counsel, and Corporate Secretary for Brunswick [removed: Corporation.][added: Corporation from 2009 to 2014.]

[removed: Before moving in-house,] she worked in private practice with Sidley Austin LLP.

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 [removed: Carolina.][added: Carolina, from January 2015 to August 2020.]

Barichivich III was [removed: elected] [added: appointed] Vice President, Corporate Controller and Chief Accounting Officer effective November 2019.

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

Most recently, Mr. Barichivich served as Chief Financial Officer [added: and] Vice President Finance, Purchasing, and S&OP Catalysts [removed: GBU since] [added: global business unit from] February [added: 2019 to November] 2019.

[removed: Raphael Crawford] [added: Eric Norris] was appointed President, [removed: Catalysts Global Business Unit] [added: Lithium (now Energy Storage) global business unit] in [added: August] 2018.

[removed: Netha Johnson] [added: Michael Simmons] joined Albemarle as President, [removed: Bromine Global Business Unit] [added: Ketjen global business unit] in [removed: 2018.][added: June 2023.]

Prior to joining Albemarle, Mr. Norris served as President of Health and Nutrition for FMC [removed: Corporation.][added: Corporation from 2015 to November 2017.]

Norris is a member of the board of directors of Communities in Schools of Charlotte-Mecklenburg and [removed: is] [added: served as] a member of the board of directors of The Zero Emission Transportation Association [removed: (ZETA).][added: (ZETA) from 2021 to 2023.]

On November 6, 2023, Scott Tozier transitioned from the role of Executive Vice President and Chief Financial Officer to become a strategic advisor to the Chief Executive Officer.

| Jacobus G. Fourie | | | | | | 48 | | | | | | Chief Capital Projects Officer | | |

| Cynthia Lima | | | | | | 62 | | | | | | Senior Vice President, Chief External Affairs and Communications Officer | | |

| Michael Simmons | | | | | | 60 | | | | | | President, Ketjen Global Business Unit | | |

Neal R.

Sheorey joined Albemarle in November 2023 as Executive Vice President and Chief Financial Officer.

Prior to joining Albemarle, Mr. Sheorey served for more than 20 years in progressive finance, business and corporate leadership roles at The Dow Chemical Company (“Dow”), most recently serving as vice president of Dow’s Coatings and Performance Monomers business unit from February 2020 to November 2023.

Previously, Mr. Sheorey served as Dow’s Vice President of Investor Relations from January 2016 to February 2020, Senior Director of Corporate Development from 2015 to 2016 and Global Finance Director for the Chemicals business group from 2012 to 2015.

Before moving in-house,

Jacobus G.

Fourie has served as Chief Capital Projects Officer since June 2021.

He joined Albemarle in January 2019 as Vice President, Engineering and Project Execution.

Prior to joining Albemarle, Mr. Fourie served as Senior Vice President of Capital Projects for Barrick Gold Corporation from May 2017 to November 2018, where he was responsible for projects in the U.S., Chile, Argentina and Saudi Arabia.

Previously, Mr. Fourie spent 16 years with BHP Billiton where he held various leadership roles in projects, operations, marketing and business development.

As VP Projects - Iron Ore, he oversaw a portfolio of major capital projects and sustaining capital projects in Western Australia.

As Head of Group Business Management Systems, he was responsible for implementing a large SAP system project for BHP Billiton, while based in Singapore.

Prior to this, he was Asset President of BHP Billiton’s New Mexico Coal business.

Cynthia Lima was appointed Senior Vice President, Chief External Affairs and Communications Officer of Albemarle in November 2023.

Ms. Lima joined Albemarle in February 2023 as Chief Communications Officer.

Prior to joining Albemarle, Ms. Lima founded C-Suite Communications, a communications and public affairs consultancy, in 2010.

She held senior positions at domestic and global public relations agencies, including serving as a senior partner at SP Consulting from December 2014 to February 2023 and serving as Senior Vice President of Fleishman-Hillard Inc. from 2005 to 2010.

Previously, Ms. Lima served in the U.S. Department of State from 2001 to 2003 and U.S. Department of Veterans Affairs from 2003 to 2005, where she was a senate-confirmed presidential appointee.

Mr. Simmons has more than 30 years of experience as an operating executive, including serving as a senior partner at Vantage Consulting, a business advisory service specializing in strategy, execution and leadership for energy, financial, and medical clients, from January 2018 to June 2023, and serving as a group president at Shawcor from 2012 to 2017.

He served as a private equity partner for Q Investments from 2006 to 2021.

He began his career at GE, becoming Chief Executive Officer of the PII Pipeline Solutions unit of GE Oil & Gas from 2005 to 2007.

| Karen G. Narwold | | | | | | 63 | | | | | | Executive Vice President, Chief Administrative Officer | | |

Scott A.

Tozier was elected as our Executive Vice President and Chief Financial Officer effective January 2011.

Mr. Tozier also served as our Chief Accounting Officer from January 2013 until February 2014.

Mr. Tozier has over 25 years of diversified international financial management experience.

Following four years of assurance services with the international firm Ernst & Young, LLP, Mr. Tozier joined Honeywell International, Inc., where his 16 year career spanned senior financial positions in the U.S., Australia and Europe.

His roles of increasing responsibilities included management of financial planning, analysis and reporting, global credit and treasury services and Chief Financial Officer of Honeywell’s Transportation Systems, Turbo Technologies and Building Solutions divisions.

Most recently, Mr. Tozier served as Vice President of Finance, Operations and Transformation of Honeywell International, Inc.

Karen G.

Narwold joined us in September of 2010 and currently serves as Executive Vice President and Chief Administrative Officer.

Ms. Narwold has over 25 years of legal, management and business experience with global industrial and chemical companies.

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

She then served as Vice President and Strategic Counsel of Barzel Industries, a North American steel processor and distributor.

Prior to joining Albemarle, Ms. Narwold served as Special Counsel with Kelley Drye & Warren LLP and with Symmetry Advisors where she worked in the areas of strategic, financial and capital structure planning and restructuring for public and private companies.

Ms. Narwold was appointed as a member of the Board of Directors of Ingevity Corporation on February 20, 2019.

On October 31, 2022, Ms. Narwold announced that she will retire from the Company, effective April 4, 2023.

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 GmbH after the Rockwood acquisition.

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

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

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

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

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

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

Mr. Crawford is a member of the board of directors of the American Fuel & Petrochemical Manufacturers (AFPM) association, where he had served as chairman of the Petrochemical Members Committee and as a member of the Executive Committee.

Eric Norris was appointed President, Lithium Global Business Unit in August 2018.

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

Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “ALB.” There were [removed: 117,197,977] [added: 117,402,949] shares of common stock held by [removed: 2,101] [added: 2,039] shareholders of record as of February [removed: 8, 2023.][added: 7, 2024.]

On each of February [removed: 24, 2022,] [added: 23, 2023,] May [removed: 3, 2022,] [added: 2, 2023,] July 18, [removed: 2022,] [added: 2023,] and October [removed: 24, 2022,] [added: 23, 2023,] we declared a dividend of [removed: $0.395] [added: $0.40] per share.

In each quarter of [removed: 2021,] [added: 2022,] we declared a dividend of [removed: $0.39] [added: $0.395] per share and, in each quarter of [removed: 2020,] [added: 2021,] we declared a dividend of [removed: $0.385] [added: $0.39] per share.

The graph below shows the cumulative total shareholder return assuming the investment of $100 in our common stock on December 31, [removed: 2017] [added: 2018] and the reinvestment of all dividends thereafter.

[removed: ][added: ]

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: 2022.][added: 2023.]

Based on the assessment, management concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their [removed: report] [added: report,] which is included herein.

We have audited the accompanying consolidated balance sheets of Albemarle Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal [removed: Control—Integrated] [added: 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal [removed: Control—Integrated] [added: Control - Integrated] Framework* (2013) issued by the COSO.

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

As described in Notes 1 and 12 to the consolidated financial statements, the Company’s goodwill balance was [removed: $1,618] [added: $1,629.7] million as of December 31, [removed: 2022,] [added: 2023,] and the goodwill associated with the Refining Solutions reporting unit was [removed: $166] [added: $172.6] million.

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

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Refining Solutions reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value [removed: measurement] [added: estimate] of the [added: Refining Solutions] reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to 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.

Evaluating management’s assumptions related to [removed: 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 [added: Refining Solutions] reporting unit; (ii) the consistency with external [removed: economic] [added: market] and industry data; and (iii) whether [removed: these] [added: the] assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in [added: evaluating (i)] the [removed: evaluation] [added: appropriateness] of the [removed: Company’s] discounted cash flow model and [added: (ii)] the [added: reasonableness of the] discount rate assumption.

| Year Ended December 31 | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | $ | [removed: 7,320,104] [added: 9,617,203] | | | | | $ | [removed: 3,327,957] [added: 7,320,104] | | | | | $ | [removed: 3,128,909] [added: 3,327,957] | |

| Cost of goods [removed: sold] [added: sold(a)] | | | [removed: 4,245,517] [added: 8,431,294] | | | | | | [removed: 2,329,986] [added: 4,245,517] | | | | | | [removed: 2,134,056] [added: 2,329,986] | | |

| Gross profit | | | [removed: 3,074,587] [added: 1,185,909] | | | | | | [removed: 997,971] [added: 3,074,587] | | | | | | [removed: 994,853] [added: 997,971] | | |

| Selling, general and administrative expenses | | | [removed: 524,145] [added: 919,493] | | | | | | [removed: 441,482] [added: 524,145] | | | | | | [removed: 429,827] [added: 441,482] | | |

| Research and development expenses | | | [removed: 71,981] [added: 85,725] | | | | | | [removed: 54,026] [added: 71,981] | | | | | | [removed: 59,214] [added: 54,026] | | |

| [removed: Loss (gain)] [added: (Gain) loss] on [removed: sale of business/interest] [added: change] in [removed: properties,] [added: interest in properties/sale of business,] net | | | [removed: 8,400] [added: (71,190)] | | | | | | [removed: (295,971)] [added: 8,400] | | | | | | [removed: —] [added: (295,971)] | | |

| Operating profit | | | [removed: 2,470,061] [added: 251,881] | | | | | | [removed: 798,434] [added: 2,470,061] | | | | | | [removed: 505,812] [added: 798,434] | | |

| Interest and financing expenses | | | [removed: (122,973)] [added: (116,072)] | | | | | | [removed: (61,476)] [added: (122,973)] | | | | | | [removed: (73,116)] [added: (61,476)] | | |

| Other income (expenses), net | | | [removed: 86,356] [added: 110,929] | | | | | | [removed: (603,340)] [added: 86,356] | | | | | | [removed: (59,177)] [added: (603,340)] | | |

| Income before income taxes and equity in net income of unconsolidated investments | | | [removed: 2,433,444] [added: 246,738] | | | | | | [removed: 133,618] [added: 2,433,444] | | | | | | [removed: 373,519] [added: 133,618] | | |

| Income tax expense | | | [removed: 390,588] [added: 430,277] | | | | | | [removed: 29,446] [added: 390,588] | | | | | | [removed: 54,425] [added: 29,446] | | |

| Income before equity in net income of unconsolidated investments | | | [removed: 2,042,856] [added: (183,539)] | | | | | | [removed: 104,172] [added: 2,042,856] | | | | | | [removed: 319,094] [added: 104,172] | | |

| Equity in net income of unconsolidated investments (net of tax) | | | [removed: 772,275] [added: 1,854,082] | | | | | | [removed: 95,770] [added: 772,275] | | | | | | [removed: 127,521] [added: 95,770] | | |

| Net income | | | [removed: 2,815,131] [added: 1,670,543] | | | | | | [removed: 199,942] [added: 2,815,131] | | | | | | [removed: 446,615] [added: 199,942] | | |

| Net income attributable to noncontrolling interests | | | [removed: (125,315)] [added: (97,067)] | | | | | | [removed: (76,270)] [added: (125,315)] | | | | | | [removed: (70,851)] [added: (76,270)] | | |

| Net income attributable to Albemarle Corporation | | | $ | [removed: 2,689,816] [added: 1,573,476] | | | | | $ | [removed: 123,672] [added: 2,689,816] | | | | | $ | [removed: 375,764] [added: 123,672] | |

| Basic earnings per share | | | $ | [removed: 22.97] [added: 13.41] | | | | | $ | [removed: 1.07] [added: 22.97] | | | | | $ | [removed: 3.53] [added: 1.07] | |

| Diluted earnings per share | | | $ | [removed: 22.84] [added: 13.36] | | | | | $ | [removed: 1.06] [added: 22.84] | | | | | $ | [removed: 3.52] [added: 1.06] | |

| Weighted-average common shares outstanding—basic | | | [removed: 117,120] [added: 117,317] | | | | | | [removed: 115,841] [added: 117,120] | | | | | | [removed: 106,402] [added: 115,841] | | |

| Weighted-average common shares outstanding—diluted | | | [removed: 117,793] [added: 117,766] | | | | | | [removed: 116,536] [added: 117,793] | | | | | | [removed: 106,808] [added: 116,536] | | |

| Net income | | | $ | [removed: 2,815,131] [added: 1,670,543] | | | | | $ | [removed: 199,942] [added: 2,815,131] | | | | | $ | [removed: 446,615] [added: 199,942] | |

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

| Foreign currency translation and other | | | [removed: (171,295)] [added: 26,403] | | | | | | [removed: (74,385)] [added: (171,295)] | | | | | | [removed: 99,832] [added: (74,385)] | | |

| Net investment hedge | | | — | | | | | | [removed: 5,110] [added: —] | | | | | | [removed: (34,185)] [added: 5,110] | | |

| Cash flow hedge | | | [removed: (4,399)] [added: 5,851] | | | | | | [removed: 174] [added: (4,399)] | | | | | | [removed: 1,602] [added: 174] | | |

| Interest rate swap | | | [removed: 7,399] [added: —] | | | | | | [removed: 2,623] [added: 7,399] | | | | | | [removed: 2,601] [added: 2,623] | | |

| February 14, 2024 | | | | | | | | |

Management tests the Company’s recorded goodwill for impairment in the fourth quarter of each year or upon the occurrence of events or changes in circumstances that would more likely than not reduce the fair value of the Company’s reporting units below their carrying amounts.

Management performed the annual goodwill impairment test as of October 31, 2023 by comparing the estimated fair value of the reporting units to the related carrying value.

Management estimates the fair value using a discounted cash flow model.

For the Refining Solutions reporting unit, the revenue growth rates, adjusted EBITDA (earnings before interest and financing expenses, income tax expense, depreciation and amortization) margins, and the discount rate were deemed to be significant assumptions.

| February 14, 2024 | | |

(a)Included purchases from related unconsolidated affiliates of $2.3 billion, $656.7 million and $156.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

| Cash and cash equivalents | | | $ | 889,900 | | | | | $ | 1,499,142 | |

| Total assets | | | $ | 18,270,652 | | | | | $ | 15,456,522 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,573,476 | | | | | | 1,573,476 | | | | | | 97,067 | | | | | | 1,670,543 | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | 32,136 | | | | | | | | | | | | 32,136 | | | | | | 118 | | | | | | 32,254 | | |

| Cash dividends declared, $1.60 per common share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (187,738) | | | | | | (187,738) | | | | | | (52,486) | | | | | | (240,224) | | |

| Exercise of stock options | | | | | | 3,124 | | | | | | — | | | | | | 190 | | | | | | | | | | | | | | | | | | 190 | | | | | | | | | | | | 190 | | |

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

| Balance at December 31, 2023 | | | | | | 117,356,270 | | | | | | $ | 1,174 | | | | | $ | 2,952,517 | | | | | $ | (528,526) | | | | | $ | 6,987,015 | | | | | $ | 9,412,180 | | | | | $ | 252,919 | | | | | $ | 9,665,099 | |

| Net income | | | 1,670,543 | | | | | | 2,815,131 | | | | | | 199,942 | | |

| Inventory net realizable value adjustment | | | 604,099 | | | | | | — | | | | | | — | | |

| (Decrease) increase in accounts payable to third parties | | | (315,220) | | | | | | 816,194 | | | | | | 126,563 | | |

| Increase in accounts payable to related parties | | | 31,809 | | | | | | 470,878 | | | | | | 17,376 | | |

As described in Note 10, “Investments,” the Company closed on the restructuring of the MARBL joint venture with Mineral Resources Limited (“MRL”) on October 18, 2023 to reduce our ownership interest in the MARBL joint venture to 50% from 60%.

The consolidated financial statements reflect our ownership percentage of the MARBL joint venture during the periods presented.

Such costs are immaterial.

The Company eliminates the balance of intra-entity profits on purchases of inventory from its equity method investments that remains unsold at the balance sheet in Inventories, specifically finished goods and equally reduces Equity in net income of unconsolidated investments (net of tax) on the consolidated statements of income.

The intra-entity profit is recognized in Equity in net income of unconsolidated investments (net of tax) in the period that converted inventory is sold to a third-party customer.

In the same period, the intra-entity profit is also recognized as higher Cost of goods sold on the consolidated statements of income.

or changes in circumstances indicate that its carrying amount may not be recoverable.

prevention and control facilities and other administrative costs.

The Company defines adjusted EBITDA as earnings before interest and financing expense, income tax expenses, depreciation and amortization, as adjusted on a consistent basis for certain non-operating, non-recurring or unusual items in a balanced manner and on a segment basis.

The performance catalyst solutions (“PCS”) reporting unit, within the Ketjen segment, has experienced declining earnings from a changing market.

During this annual impairment test, it was determined that it is expected to experience a continued decline in its foreseeable forecast, resulting in a fair value based on the present value future cash flows that was lower than its current carrying value.

As a result, the Company recorded a $6.8 million impairment loss, representing the full value of goodwill associated with the PCS reporting unit.

No evidence of impairment was noted for the other reporting units from the analysis.

impaired.

This guidance does not currently, nor is it expected to, have a significant impact on its consolidated financial statements.

as a whole.

This guidance does not currently, nor is it expected to, have a significant impact on its consolidated financial statements.

In March 2023, the FASB issued guidance requiring the Company to amortize leasehold improvements associated with common control leases over the asset’s useful life to the common control group regardless of the lease term.

In August 2023, the FASB issued guidance which will require a joint venture to recognize and initially measure its assets, including goodwill, and liabilities using a new basis of accounting upon formation.

Initial measurement of a joint venture’s total net assets will be equal to the fair value of one hundred percent of the joint venture’s equity.

In addition, a joint venture will be permitted to apply the measurement period guidance of ASC 805-10 if the initial accounting for the joint venture formation is incomplete by the end of the reporting period in which the formation occurs.

Our management’s assessment of internal control over financial reporting as of December 31, 2022 excludes the Guangxi Tianyuan New Energy Materials Co., Ltd. (“Qinzhou”) business because it was acquired in a purchase business combination during 2022.

Quinzhou is a wholly-owned subsidiary whose total assets and total revenues represent 1% and 0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

| February 15, 2023 | | | | | | | | |

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Guangxi Albemarle Lithium Co., Ltd. from its assessment of internal control over financial reporting as of December 31, 2022 because it was acquired by the Company in a purchase business combination during 2022.

We have also excluded Guangxi Albemarle Lithium Co., Ltd. from our audit of internal control over financial reporting.

Guangxi Albemarle Lithium Co., Ltd. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 1% and 0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

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

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.

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.

| February 15, 2023 | | |

| Balance at January 1, 2020 | | | | | | 106,040,215 | | | | | | $ | 1,061 | | | | | $ | 1,383,446 | | | | | $ | (395,735) | | | | | $ | 2,943,478 | | | | | $ | 3,932,250 | | | | | $ | 161,330 | | | | | $ | 4,093,580 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 375,764 | | | | | | 375,764 | | | | | | 70,851 | | | | | | 446,615 | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | 69,603 | | | | | | | | | | | | 69,603 | | | | | | 247 | | | | | | 69,850 | | |

| Cash dividends declared, $1.54 per common share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (163,990) | | | | | | (163,990) | | | | | | (32,061) | | | | | | (196,051) | | |

| Exercise of stock options | | | | | | 682,068 | | | | | | 7 | | | | | | 40,430 | | | | | | | | | | | | | | | | | | 40,437 | | | | | | | | | | | | 40,437 | | |

| Cash and cash equivalents at beginning of year | | | $ | 439,272 | | | | | $ | 746,724 | | | | | $ | 613,110 | |

| Increase (decrease) in accounts payable | | | 1,287,072 | | | | | | 143,939 | | | | | | (31,519) | | |

| Proceeds from sale of joint venture | | | — | | | | | | — | | | | | | 11,000 | | |

Interest and financing expenses for the year ended December 31, 2022 includes an expense of $17.5 million for the correction of out-of-period errors regarding overstated capitalized interest values in prior periods.

For the years ended December 31, 2021, 2020 and 2019, Interest expense was understated by $11.4 million, $5.5 million and $0.6 million, respectively.

The Company does not believe these adjustments are material to the consolidated financial statements for any of the prior periods presented or to the year ended December 31, 2022, in which they were corrected.

The balance of deferred profits on sales from its equity method investments to the Company are recorded to finished goods.

is considered probable and estimable.

As a result, the Company concluded there was no impairment as of that date.

We evaluate the recovery of our definite-lived

simulation model.

In November 2021, the FASB issued accounting guidance that requires disclosures about government assistance in the notes to the financial statements.

This guidance will require the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity’s financial statements.

The Company has adopted this guidance and provided the required disclosures in this Annual Report on Form 10-K.

Qinzhou did not provide material Net sales or Net income attributable to Albemarle Corporation from October 25, 2022 through December 31, 2022.

Pro forma financial information of the combined entities for periods prior to the acquisition is not presented due to the immaterial impact of the Net Sales and Net Income of Qinzhou on our consolidated statements of income.

The allocation of the purchase price to the assets acquired and liabilities assumed, including the residual amount allocated to Goodwill, is based upon preliminary information and is subject to change within the measurement-period (up to one year from the acquisition date) as additional information concerning final asset and liability valuations is obtained.

The primary area of the preliminary purchase price allocation that is not yet finalized relates to the fair value of the net working capital and Goodwill.

*Wodgina Acquisition*

In 2019, we completed the acquisition of a 60% interest in Mineral Resources Limited’s (“MRL”) Wodgina Project for a total purchase price of approximately $1.3 billion.

The purchase price was comprised of $820 million in cash and the transfer of 40% interest in certain lithium hydroxide conversion assets being built by Albemarle in Kemerton, Western Australia, originally valued at $480 million.

Consequently, expenses of $8.4 million and $132.4 million were included in Loss (gain) on sale of business/interest in properties, net, within operating income for the years ended December 31, 2022 and 2021, respectively, with a corresponding obligation recorded in Accrued liabilities.

In addition, during the year ended December 31, 2020, we paid $22.6 million of agreed upon purchase price adjustments for this acquisition.

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 the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the [removed: Securities] Exchange [removed: Act of 1934, as amended, or the Exchange] Act), as of the end of the period covered by this report.

No 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: 2022] [added: 2023] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Prior Year Remediation

On January 26, 2023, we filed an amended Annual Report on Form 10-K/A for the year ended December 31, 2021 (the “Form 10-K/A”) to amend certain disclosures within the Mineral Properties section of Part I, Item 2.

Properties, and file amended versions of the material individual mineral property technical report summaries responding to Item 601(b)(96) and subpart 1300 of Regulation S-K (the "Mining Disclosures").

In connection with the preparation and filing of this the Form 10-K/A, our principal executive officer and principal financial officer re-evaluated the effectiveness of the design and operation of our disclosure controls and procedures.

Based on this re-evaluation and solely as a result of the updated Mining Disclosures included in this Form 10-K/A, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by the Form 10-K/A, our disclosure controls and procedures were not effective.

During the re-evaluation, our principal executive officer and principal financial officer concluded that, while the design of our disclosure controls and procedures is appropriate, there was a deficiency in their operation solely in connection with certain of the new disclosures required by the Mining Disclosures that we were required to provide for the first time in the Annual Report on Form 10-K for the year ended December 31, 2021.

Following the initial preparation of the Mining Disclosures and in connection with the re-evaluation of the design and operation of our disclosure controls and procedures described above, we implemented additional operational procedures with respect to the Mining Disclosures included in this Annual Report on Form 10-K for the year ended December 31, 2022 and that will be applied to the preparation of the Mining Disclosures for future reports that we file or submit to the SEC under the Exchange Act, including:

- additional reviews of rule-based disclosure checklists for the Mining Disclosures;

- more frequent communication, including discussion of the Mining Disclosure rules specifically, with qualified persons in connection with their preparation of the technical report summaries for each of our mineral properties to ensure effective processes and procedures were applied in preparing and reviewing the Mining Disclosures; and

- review of best practices for Mining Disclosures based on SEC comment letters and SEC filings of industry peers in connection with their preparation.

In light of the additional operation procedures discussed above, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and the deficiencies in the operation of the disclosure controls and procedures related to the Mining Disclosures as of the end of the period covered by the Form 10-K/A were remediated.

Even with the implementation of the additional operational procedures discussed above, our management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable, and not absolute, assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

| | | | | | | | | |

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

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

| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | | | | | | | | |

On February 9, 2024, Albemarle Corporation, Albemarle Europe Srl, the lenders party thereto and Bank of America, N.A., as administrative agent, entered into the first amendment (the “First Amendment”) to that certain amended and restated credit agreement dated as of October 28, 2022 (the “2022 Credit Agreement”).

The First Amendment modifies the leverage ratio financial maintenance covenant in the 2022 Credit Agreement by (a) temporarily increasing the 3.50:1.0 maximum leverage ratio permitted by the covenant to (i) 5.00:1.0 (for the second quarter of 2024), (ii) 5.50:1.0 (for the third quarter of 2024), (iii) 4.00:1.0 (for the fourth quarter of 2024) and (iv) 3.75:1.0 (for the first and second quarters of 2025) and (b) adjusting the calculation of the EBITDA and net debt components that form the basis of the calculation of the consolidated leverage ratio.

The First Amendment includes certain other amendments to the 2022 Credit Agreement, including the addition of a financial covenant that will require Albemarle Corporation to maintain a specified minimum interest coverage ratio.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 10.52 to this Annual Report on Form 10-K.

NONE

[removed: We will disclose any amendments to, or waivers from, a provision of our Code of] Conduct that applies to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions that relates to any element of the Code of Conduct as defined in Item 406 of Regulation S-K by posting such information on our website.

Our Chief Executive Officer made his annual certification to that effect to the NYSE as of May [removed: 4, 2022.][added: 10, 2023.]

We will disclose any amendments to, or waivers from, a provision of our Code of

| | | | | | | | | |

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

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

| | | | | | | | | |

| | | | | | | | | |

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

| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | | | | | | | | |

Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Income, Comprehensive Income, Changes in Equity and Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

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

| [removed: [2.2](http://www.sec.gov/Archives/edgar/data/915913/000091591316000065/exhibit2106302016.htm)] [added: 10.34#] | | | | | | [removed: [Share Purchase Agreement, dated as of June 17, 2016, between Albemarle] [added: [Albemarle] Corporation [removed: and BASF SE] [added: Employee Relocation Policy] \[filed as Exhibit [removed: 2.1] [added: 10.33] to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2016] [added: 2008] (No. 1-12658), [removed: filed on August 5, 2016,] and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591316000065/exhibit2106302016.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000119312508169670/dex1033.htm)] | | | | | |

| [removed: [2.3](http://www.sec.gov/Archives/edgar/data/915913/000091591317000010/exhibit231231201610-k.htm)] [added: 10.25#] | | | | | | [First Amendment to the [removed: Share Purchase Agreement, dated December 7, 2016, between] Albemarle Corporation [removed: and BASF SE] [added: Supplemental Executive Retirement Plan, dated December 1, 2010] \[filed as Exhibit [removed: 2.3] [added: 10.14] to the Company’s Annual Report on Form 10-K for the [added: fiscal] year ended December 31, [removed: 2016] [added: 2014] (No. 1-12658), and incorporated herein by [removed: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591317000010/exhibit231231201610-k.htm)] [added: reference\].](http://www.sec.gov/Archives/edgar/data/915913/000091591315000009/exhibit10141231201410-k.htm)] | | | | | |